UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2017~~ 2018

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission file number 333-169802

ARISTA FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

Nevada		27-1497347
State or other jurisdiction of		(I.R.S. Employer
incorporation or organization		Identification No.)

51 JFK Parkway, First Floor West Short Hills, NJ		07078
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (973) 218-2428

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:		Name of each exchange on which registered:
None		None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference Part III of this Form 10-K or any amendment to this Form 10-K. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ ~~(Do not check if a smaller reporting company)~~ Smaller reporting company ☒ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: ~~N/A~~$605,426

As of April 1715, ~~2018~~2019, the registrant had 3,~~148~~498,~~333~~577 shares of its common stock outstanding.

TABLE OF CONTENTS

		PAGE
	PART I
Item 1.	Business	1
Item 1A.	Risk Factors	2
Item 2.	Properties	2
Item 3.	Legal Proceeding	32
Item 4.	Mine Safety Disclosures	32
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3
Item 6.	Selected Financial Data	34
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	4
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	109
Item 8.	Financial Statements and Supplementary Data	109
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	109
Item 9A.	Controls and Procedures	119
Item 9B.	Other Information	1210
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	1211
Item 11.	Executive Compensation	1413
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	1514
Item 13.	Certain Relationships and Related Transactions, and Director Independence	16
Item 14.	Principal Accounting Fees and Services	17
	PART IV
Item 15.	Exhibits, Financial Statement Schedules	18
SIGNATURES		1920

FORWARD LOOKING STATEMENTS

Certain information included in this report or in other materials we have filed or will file with the SEC (as well as information included in oral statements or other written statements made or to be made by us) contains or may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. You can identify these statements by the fact that they do not relate to matters of strictly historical or factual nature and generally discuss or relate to estimates or other expectations regarding future events. They contain words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “can,” “could,” “might,” “should” and other words or phrases of similar meaning in connection with any discussion of future operating or financial performance. Such statements may include, but are not limited to, information related to: anticipated operating results; financial resources and condition; changes in revenues; changes in profitability; changes in margins; changes in accounting treatment; cost of revenues; selling, general and administrative expenses; interest expense; growth and expansion; anticipated income or benefits to be realized from our investments in unconsolidated entities; the ability to produce the liquidity and capital necessary to expand and take advantage of opportunities; legal proceedings and claims.

From time to time, forward-looking statements also are included in other periodic reports on Forms 10-Q and 8-K, in press releases, in presentations, on our website and in other materials released to the public. Any or all of the forward-looking statements included in this report and in any other reports or public statements made by us are not guarantees of future performance and may turn out to be inaccurate. This can occur as a result of incorrect assumptions or as a consequence of known or unknown risks and uncertainties. Many factors mentioned in this report or in other reports or public statements made by us, such as government regulation and the competitive environment, will be important in determining our future performance. Consequently, actual results may differ materially from those that might be anticipated from our forward-looking statements.

Forward-looking statements speak only as of the date they are made. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

In this report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to shares of our common stock.

As used in this current report and unless otherwise indicated, the terms “we”, “us”, “our”, the “Company”, and “ARST” refer to Arista Financial Corp. (formerly Praco Corporation) and “Arista” to its consolidated subsidiary Arista Capital Ltd.

PART I

Item 1. Business

Corporate History

Arista Financial Corp. (the “Company”), a Nevada corporation, was incorporated on December 15, 2009 as Hunt for Travel, Inc. to design and market travel excursions featuring entertainment, adventure, intellectual stimulation and access to experts on topics related to the destinations they visit. Subsequently, the Company ceased to operate in the travel industry sector and became a “shell company” as defined in Rule 12b-2 promulgated under the Exchange Act, as amended, as it had no operations. On February 16, 2012, the Company changed its name to Praco Corporation and announced its intention to sell the Company to another operational entity.

On April 19, 2017, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Arista Capital Ltd. (“Arista”) and the shareholders of Arista (“Arista Shareholders”) pursuant to which the Company agreed, subject to the terms and conditions contained therein, to exchange newly issued shares of the Company for shares of Arista held by the Arista Shareholders, with Arista becoming a wholly-owned subsidiary of the Company (the “Transaction”). The closing of the Transaction (the “Closing”) occurred as of December 14, 2017 and the Company ceased to be a “shell company” as defined in Rule 12b-2. See “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operation – Share Exchange”.

Current Business

Substantially all of the Company’s current business operations are conducted through Arista. Arista was formed on June 10, 2014 as a Nevada corporation. Arista is a finance company that provides financing to other small finance companies that do not have significant access to the capital markets. Typically, Arista does this by acquiring lease portfolios from such lenders at a purchase price that yields Arista an annual return and these lenders continue to service the portfolios purchased by us. We are currently focused on leases for trucks and construction equipment.

Arista was founded by a team of experienced finance professionals who saw significant opportunity to participate in this market after the financial crisis of 2009, as traditional funding sources for this segment of the financial market have disappeared or have severely limited their financing activities in this area. Arista intends to participate in this market through a variety of funding arrangements including debt financings, equity infusions and direct loan participations. Management believes that although small asset-based lenders (“Lenders”) have limited access to capital necessary to enable growth, these lenders have well-managed and maintained origination, underwriting and administrative infrastructure as well as expertise and experience in their specific area of lending. Arista has accessed this experience and infrastructure by participating with these lenders in their lending opportunities.

~~Arista~~Currently, ~~has~~Arista ~~funding~~relies ~~arrangements~~on ~~with~~one ~~several~~Lender ~~lenders~~to (“acquire financing leases and to service such leases, however, Arista believes that other Lenders~~”).~~ are ~~These~~available if Arista is unable to acquire leases from its current Lender. Lenders primarily finance tractor trailers or other transportation equipment and construction equipment to companies that ordinarily would not be able to obtain dealer or commercial bank financing. These Lenders offer both finance leases and operating leases, with terms up to 60 months and transaction sizes from $10,000 to $150,000 and target advance rates that are not more than 80% loan-to-value. Generally the leases have effective interest rates of around 30%. These Lenders have developed their own credit approval processes based upon their experience with entering into leases with small transportation and construction companies. The Lenders generally require significant down payments to be made in cash by the borrower. Accordingly, since the collateral usually has significant value relative to the value of the loans made by them, Arista believes that the risk of loss of principal is not significant. Arista’s ~~agreements~~current ~~with these~~arrangements ~~Lenders~~ provide that it will purchase portfolios of leases from ~~them~~a Lender and ~~they~~such Lender will service the portfolios. Arista believes ~~that~~ that its lending activities can achieve attractive net returns of capital. Arista has raised approximately $~~650~~960,000 as of December 31, ~~2017~~ 2018, and has purchased approximately $~~303~~368,000 of leases in the aggregate since inception. At December 31, 2018, Arista’s leasing portfolio consisted of seven leases valued at $96,505.

Arista reviews each lease portfolio in depth to determine which loans to purchase. Arista also performs a collateral valuation to determine if the purchase price of the loan will be covered if the collateral is repossessed. To this end, Arista utilizes a third-party service provider with experience in the transportation and construction equipment industries to assist in the valuation of the underlying collateral. All leases purchased to date have gone through this collateral valuation process.

Our strategy is to identify specialty lenders who have operated successfully for a significant period of time and are in need of capital to grow their loan portfolio. We believe our management team has the experience necessary to identify these lenders and our investment approach involves, among other things:

● an assessment of the markets, overall macroeconomic environment and how the assessment may impact industry and investment selection to choose the lenders to fund;

● substantial lender-specific research and analysis; and

● with respect to each individual lender, an emphasis on capital preservation, low volatility and management of downside risk.

~~The~~Our strategy ~~foundation~~is ofto ~~our investment~~identify ~~philosophy~~specialty ~~incorporates~~Lenders ~~intensive~~who ~~analysis,~~have aoperated ~~management~~successfully ~~discipline~~for ~~based~~a onsignificant ~~both~~period ~~market~~of ~~technical~~time and ~~fundamental~~are ~~value-oriented research,~~in ~~and~~need ~~consideration~~ of ~~diversification~~capital to ~~within~~grow ~~our~~their ~~lender~~loan portfolio. We ~~follow~~believe aour ~~rigorous~~management team has the experience necessary to identify these Lenders and our investment approach ~~process~~involves, ~~based~~among onother things:

● aan ~~comprehensive~~assessment ~~analysis~~ of ~~lender~~the ~~loan~~markets ~~history, including a quantitative~~ and ~~qualitative~~overall ~~assessment~~macroeconomic ~~of the lender’s business~~environment;

● ansubstantial ~~evaluation~~Lender-specific ofresearch ~~lender’s management~~ and ~~its economic incentives~~analysis; and

● with respect to each individual Lender, an ~~analysis~~emphasis ofon ~~the~~capital ~~lender’s~~preservation, ~~business~~low ~~strategy~~volatility and ~~industry~~management ~~trends;~~of ~~and~~downside risk.

●We seek anto inidentify those Lenders exhibiting superior fundamental risk-~~depth~~reward ~~examination~~profiles ofand a ~~prospective~~strong ~~lender’s~~business ~~servicing~~history, ~~capabilities~~while ~~and~~focusing on the ~~overall~~absolute ~~results~~and relative value of each individual lending investment. Arista intends to diversify its list of Lenders and make purchases of their ~~loan~~portfolios ~~portfolio~~of leases on a regular basis when such risk-reward profile is attractive.

We seek to identify those lenders exhibiting superior fundamental risk-reward profiles and a strong business history, while focusing on the absolute and relative value of each individual lending investment. Arista intends to continue to broaden its list of Lenders and make purchases of their portfolios of leases on a regular basis when such risk-reward profile is attractive.

Employees

We employ 3 people and utilize independent contractors as needed.

Competition

We compete for investments with a number of other lenders and investment funds (including private equity funds and venture capital funds), special purpose acquisition company sponsors, investment banks with underwriting activities, hedge funds that invest in private investments in public equities, traditional financial services companies such as commercial banks, and other sources of financing. Many of these entities have significantly greater financial and managerial resources than we do.

Regulatory Matters

Although most states do not directly regulate the commercial equipment lease financing business, certain states require lenders and finance companies to be licensed, impose limitations on certain contract terms and on interest rates and other charges, mandate disclosure of certain contract terms and constrain collection practices and remedies. Arista does not operate in any states that would require Arista to be licensed. Pursuant to agreements under which we purchase leases and other loan obligations, we are typically indemnified against losses resulting from the failure of the originator to have complied with applicable laws relating to obligations prior to our purchase of such obligations.

Item 1A. Risk Factors

The Registrant is not providing any information pursuant to this item since the Registrant is a smaller reporting company.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Our principal executive office consists of approximately 100 square feet of space located at 51 JFK Parkway, First Floor West, Short Hills New Jersey, which we lease from a third party pursuant to a lease with a remaining term of 6 months at a monthly rent of $~~359~~445. Our telephone number at that facility is (973) 218-2428. Arista subleases 1,000 square feet of office space for $750 on a month to month basis from Cambridge Capital, a company owned by Mr. Mathews, one of our directors. It is our belief that the space is adequate for our immediate needs. We do not presently own any real property.

2Item 3. Legal Proceedings

~~Item~~We are 3currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operation. ~~Legal~~There ~~Proceedings~~is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending, or, to the knowledge of the executive officers of the Registrant, threatened against or affecting our company, our common stock, or our officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

~~We are currently not~~Item ~~involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operation~~4. ~~There~~ isMine noSafety action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending, or, to the knowledge of the executive officers of the Registrant, threatened against or affecting our company, our common stock, or our officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.Disclosures

~~Item 4~~Not applicable. ~~Mine Safety Disclosures~~

~~Not applicable.~~2

PART II

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our stock is listed on the OTC Pink Current Information marketplace under the symbol “ARST”. There is currently no active trading market for shares of our common stock.

Holders

As of April 1715, ~~2018~~2019, there were approximately 21 30 holders of record of our common stock. This figure does not take into account those shareholders whose certificates are held in the name of broker-dealers or other nominees.

Dividends

To date, we have not declared or paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board will have the discretion to declare and pay dividends in the future.

~~Securities Authorized~~Sales ~~for~~of ~~Issuance~~Unregistered ~~under Equity Compensation Plans~~Securities

~~We presently do not~~On ~~have~~October ~~any equity based or other long-term incentive programs. In the future~~15, we2018 ~~may adopt and establish an equity-based or other long-term incentive plan if it is in~~ the ~~best~~company ~~interest~~issued of10,000 ~~the~~shares ~~Company~~to ~~and~~a ~~our~~consultant ~~stockholders~~for toservices ~~do so~~rendered.

~~Transfer~~Securities Authorized ~~Agent~~for Issuance under Equity Compensation Plans

~~Our~~We presently ~~transfer~~do ~~agent~~not have any equity based or other long-term incentive programs. In the future, we may adopt and establish an equity-based isor ~~VStock~~other ~~Transfer~~long-term ~~LLC~~incentive plan if we deem it in the best interest of the Company and our stockholders to do so. However, 18effective January ~~Lafayette~~1, ~~Place~~2018, ~~Woodmere~~the Company granted options to purchase 300,000 NYshares ~~11598~~of our common stock to Paul Patrizio, our chief executive officer, at an exercise price of $1.00 per share. The options vest annually on a pro rata basis over a three year period beginning January 1, 2019.

~~Repurchases of Equity Securities~~3

~~During the year ended~~Transfer ~~December 31, 2017, there were no repurchases of the Company’s common stock by the Company.~~Agent

~~Item~~Our transfer 6.agent ~~Selected~~is ~~Financial~~VStock ~~Data~~Transfer LLC, 18 Lafayette Place Woodmere, NY 11598.

~~We are a smaller reporting company (as defined~~Repurchases ~~by Rule 12b-2 under the Securities Exchange Act~~ of ~~1934)~~Equity ~~and are not required to provide the information under this item.~~Securities

3During the year ended December 31, 2018, there were no repurchases of the Company’s common stock by the Company.

Item 7 6. ~~Management’s~~Selected ~~Discussion and Analysis of~~ Financial ~~Condition and Results of Operations~~Data

~~The following summarizes~~We ~~the~~are ~~factors~~a ~~affecting~~smaller ~~our~~reporting ~~operating~~company ~~results~~(as ~~and~~defined ~~financial~~by ~~condition.~~Rule ~~This~~12b-2 ~~discussion~~under ~~should~~the beSecurities ~~read~~Exchange ~~together~~Act ~~with the financial statements~~ of ~~Arista~~1934) ~~Financial Corp.~~ and ~~the~~are ~~notes~~not torequired ~~financial statements included elsewhere in this annual report. In addition~~ to ~~historical financial information, the following discussion and analysis contains forward-looking statements that involve risks,~~provide uncertainties and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed elsewhere in this report. We encourage you to review the ~~section~~information ~~titled~~under ~~“Forward-Looking Statements” at the front of~~ this ~~report~~item.

~~Overview~~Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

WeThe following ~~are~~summarizes athe ~~finance~~factors ~~company that~~affecting ~~provides~~our ~~financing~~operating toresults ~~other~~and ~~small~~financial ~~finance~~condition. ~~companies~~This ~~that~~discussion doshould ~~not~~be ~~have~~read ~~significant~~together with ~~access~~the tofinancial ~~the~~statements ~~capital~~of ~~markets~~Arista Financial Corp. ~~Typically, we~~and dothe notes to financial statements included elsewhere in this byannual report. ~~acquiring~~In ~~lease~~addition ~~portfolios~~to ~~from~~historical ~~such~~financial ~~lenders~~information, atthe afollowing ~~purchase~~discussion ~~price~~and analysis contains forward-looking statements that ~~yields~~involve usrisks, anuncertainties ~~annual~~and ~~return~~assumptions. Our actual results and ~~these~~timing ~~lenders~~of selected events may differ materially from ~~continue~~those toanticipated ~~service~~in ~~the~~these ~~portfolios~~forward-looking ~~purchased~~statements byas usa result of many factors, including those discussed elsewhere in this report. We ~~are~~encourage ~~currently~~you ~~focused~~to onreview ~~leases~~the ~~for~~section ~~trucks~~titled ~~and~~“Forward-Looking ~~construction~~Statements” ~~equipment~~at the front of this report.

~~Share Exchange~~Overview

~~On April 19, 2017,~~We ~~the~~are ~~Company~~a ~~entered~~finance ~~into~~company ~~the~~that ~~Share~~provides ~~Exchange~~financing ~~Agreement~~to ~~with~~other ~~Arista~~small ~~Capital~~finance ~~Ltd.~~companies ~~(“Arista~~that ~~Capital”)~~do ~~and~~not ~~the~~have ~~Arista~~significant ~~Capital Shareholders~~access ~~(the “Share Exchange Agreement”) pursuant~~ to ~~which~~ the ~~Company agreed, subject to the terms and conditions~~capital inmarkets. ~~the Share Exchange Agreement~~Typically, towe ~~exchange~~do ~~newly~~this ~~issued shares of the Company for shares of Arista Capital held~~ by ~~the~~acquiring ~~Arista Capital~~lease ~~Shareholders,~~portfolios ~~with~~from ~~Arista~~such ~~Capital~~lenders ~~becoming~~at a ~~wholly-owned~~purchase ~~subsidiary~~price ofthat ~~the~~yields ~~Company~~us ~~(the~~an ~~“Transaction”).~~annual ~~The~~return ~~closing~~and ofthese ~~the~~lenders ~~Transaction~~continue ~~(the “Closing”) was~~ to ~~take~~service ~~place sixty days after~~ the ~~execution~~portfolios ofpurchased ~~this~~by ~~Agreement~~us. OnWe ~~July 18,~~are ~~2017,~~currently ~~the~~focused ~~parties~~on ~~entered~~leases ~~into the First Addendum to the Share Exchange Agreement, pursuant to which the closing date~~ for ~~the Transaction~~trucks ~~was scheduled for September 15, 2017. In connection with this First Addendum, Arista Capital paid the Company a $15,000 non-refundable deposit,~~ and ~~had the right to extend the closing date in intervals of thirty days upon payment of an additional~~construction ~~non-refundable deposit of $10,000 for each requested extension interval~~equipment. In November 2017, Arista Capital paid the Company an additional $10,000 non-refundable deposit. The Closing occurred on December 14, 2017. At Closing, Arista Capital paid the Company $72,500 which was used to pay all remaining outstanding liabilities of Praco.

Prior to Closing, the Company restructured its equity ownership via a reverse stock split at a ratio of 13.2 to 1 which reduced the number of shares of common stock outstanding to 522,558 shares followed by the issuance of an additional 95,109 shares to certain Praco shareholders so that there were 617,667 shares outstanding immediately prior to the Closing. On the date of the Share ~~Exchange Agreement, the~~ fair value of the 617,667 shares retained by Praco shareholders was approximately $401,000, or $0.65 per common share, based on the quoted closing price of the Company common shares. Therefore, the Praco shareholders received aggregate consideration for the acquisition of $498,500. At Closing, the Company exchanged two shares of its common stock for each outstanding share of Arista common stock. This resulted in the issuance at Closing of an additional 2,470,666 shares of common stock which consisted of 2,084,000 common shares issued to Arista Shareholders and 386,666 common shares issued to certain Arista Capital noteholders upon the conversion of convertible notes payable. Accordingly, Arista Capital Shareholders owned in the aggregate approximately 80% of the outstanding common stock of the Company, with the Praco Shareholders owning the remaining approximately 20% of the Company and Arista Capital became a wholly-owned subsidiary of the Company. At the time of the closing, under the Share Exchange ~~Agreement, the Company, then known as Praco Corporation, was not engaged in any business activity and was considered a shell.~~

4On April 19, 2017, the Company entered into the Share Exchange Agreement with Arista Capital Ltd. (“Arista Capital”) and the Arista Capital Shareholders (the “Share Exchange Agreement”) pursuant to which the Company agreed, subject to the terms and conditions in the Share Exchange Agreement, to exchange newly issued shares of the Company for shares of Arista Capital held by the Arista Capital Shareholders, with Arista Capital becoming a wholly-owned subsidiary of the Company (the “Transaction”). The closing of the Transaction (the “Closing”) was to take place sixty days after the execution of this Agreement. On July 18, 2017, the parties entered into the First Addendum to the Share Exchange Agreement, pursuant to which the closing date for the Transaction was scheduled for September 15, 2017. In connection with this First Addendum, Arista Capital paid the Company a $15,000 non-refundable deposit, and had the right to extend the closing date in intervals of thirty days upon payment of an additional non-refundable deposit of $10,000 for each requested extension interval. In November 2017, Arista Capital paid the Company an additional $10,000 non-refundable deposit. The Closing occurred on December 14, 2017. At Closing, Arista Capital paid the Company $72,500 which was used to pay all remaining outstanding liabilities of Praco.

Also, at Closing, the Praco shareholders were issued warrants for 283,749 common shares on a pro-rata basis exercisable at $2.00 per share and subject to the same terms and conditions as the warrants currently held by the Arista warrant holders except without a cashless exercise option. On the date of the Share Exchange Agreement, the Company calculated the fair value of the 283,749 warrants using the Black-Sholes option pricing method. The fair value of the warrants was approximately $108,000. In addition, immediately following the Closing, the Company exchanged each outstanding Arista warrant for new warrants issued by the Company entitling the holder to purchase an equal number of shares of the Company’s common stock as the number of Arista shares they were entitled to purchase upon exercise, subject to the same terms and conditions as the Arista Capital warrants except without a cashless exercise option. Also, at Closing, the Company exchanged each outstanding Arista Capital convertible note into a convertible note issued by the Company convertible into an equal amount of shares of the Company’s common stock as the number of Arista Capital shares into which such notes were convertible, subject to the same terms and conditions as the convertible notes currently held by Arista Capital convertible noteholders. As a result of such exchange offers, at Closing, the Company issued warrants to purchase 935,000 shares of Common Stock and convertible notes convertible into 199,999 shares of Common Stock.4

AsPrior to ~~of December 31~~Closing, ~~2017,~~ the Company ~~has recapitalized~~restructured ~~the~~its ~~Company~~equity toownership ~~give~~via ~~effect~~a toreverse ~~the~~stock ~~Share~~split ~~Exchange~~at ~~Agreement~~a ~~discussed~~ratio ~~above~~of 13.2 ~~Under~~to ~~generally~~1 ~~accepted~~which ~~accounting~~reduced ~~principles,~~ the number ~~acquisition~~of shares of common stock outstanding to 522,558 shares followed by the ~~Company~~issuance of ~~Arista~~an isadditional ~~considered~~95,109 shares to becertain Praco ~~capital~~shareholders ~~transactions~~so inthat ~~substance~~there were 617,667 ~~rather~~shares ~~than~~outstanding aimmediately ~~business~~prior ~~combination~~to the Closing. ~~That~~ ~~is,~~On the ~~acquisition~~date isof ~~equivalent~~the Share Exchange Agreement, tothe fair value of the ~~acquisition~~617,667 shares retained by ~~Arista~~Praco shareholders was approximately $401,000, or $0.65 per common share, based on the quoted closing price of the Company, ~~then~~common ~~known~~shares. asTherefore, the Praco ~~Corporation~~shareholders received aggregate consideration for the acquisition of $498,500. ~~with~~At Closing, the ~~issuance~~ Company exchanged two shares of ~~stock~~its bycommon ~~Arista~~stock for ~~the~~each ~~net~~outstanding ~~assets~~share of Arista ~~the~~common ~~Company~~stock. This ~~transaction~~resulted isin ~~reflected~~the asissuance aat ~~recapitalization~~Closing of an additional 2,470,666 ~~and~~shares isof ~~accounted~~common stock which consisted ~~for~~of as2,084,000 acommon ~~change~~shares inissued ~~capital~~to ~~structure.~~Arista ~~Accordingly~~Shareholders and 386,666 ~~the~~common ~~accounting~~shares ~~for~~issued ~~the~~to ~~acquisition~~certain isArista ~~identical~~Capital tonoteholders upon ~~that~~the ~~resulting~~conversion ~~from~~of aconvertible ~~reverse acquisition~~notes payable. ~~Under~~Accordingly, ~~reverse~~Arista ~~takeover~~Capital ~~accounting,~~Shareholders owned in the ~~comparative~~aggregate ~~historical~~approximately 80% ~~financial~~of ~~statements~~the outstanding common stock of the Company, aswith the ~~legal~~Praco ~~acquirer, are~~Shareholders ~~those~~owning the remaining approximately 20% of the Company ~~accounting~~and ~~acquirer,~~ Arista Capital. ~~Accordingly,~~became a wholly-owned subsidiary of the Company’s. ~~financial~~At ~~statements~~the ~~prior~~time toof the closing, under the Share Exchange ofAgreement, the ~~reverse~~Company, ~~acquisition~~then known as Praco Corporation, ~~reflect~~was ~~only~~not engaged in any business ofactivity ~~the~~and ~~Arista~~was ~~Capital~~considered a shell.

~~The~~Also, at ~~accompanying~~Closing, ~~consolidated~~the Praco shareholders were issued warrants for 283,749 common shares on a pro-rata basis exercisable at $2.00 per ~~financial~~share ~~statements~~and ~~reflect~~subject to the ~~recapitalization~~same ofterms and conditions as the ~~stockholders’~~warrants ~~deficit~~currently asheld ifby the ~~transactions~~Arista ~~occurred~~warrant asholders except without a cashless exercise option. On the date of the ~~beginning~~ Share Exchange Agreement, the Company calculated the fair value of the ~~first~~283,749 warrants ~~period~~using ~~presented~~the Black-Sholes option pricing method. ~~Thus,~~The fair value of the 2warrants was approximately $108,000. In addition,~~000~~ immediately following the Closing, the Company exchanged each outstanding Arista warrant for new warrants issued by the Company entitling the holder to purchase an equal number of shares of the Company’s common stock ~~issued~~as the number of Arista shares they were entitled to purchase upon exercise, subject to the ~~former~~same terms and conditions as the Arista Capital ~~stockholders~~warrants except without ~~are~~a ~~deemed~~cashless toexercise beoption. Also, at Closing, the Company exchanged each outstanding ~~from~~Arista ~~December~~Capital 31convertible note into a convertible note issued by the Company convertible into an equal amount of shares of the Company’s common stock as the number of Arista Capital shares into which such notes were convertible, ~~2015~~subject to the same terms and conditions as the convertible notes currently held by Arista Capital convertible noteholders. As a result of such exchange offers, at Closing, the Company issued warrants to purchase 935,000 shares of Common Stock and convertible notes convertible into 199,999 shares of Common Stock.

~~Critical~~As of ~~Accounting~~December ~~Policies~~31, 2017, the Company has recapitalized the Company to give effect to the Share Exchange Agreement discussed above. Under generally accepted accounting principles, the acquisition by the Company of Arista is considered to be capital transactions in substance, rather than a business combination. That is, the acquisition is equivalent to the acquisition by Arista of the Company, then known as Praco Corporation, with the issuance of stock by Arista for the net assets of the Company. This transaction is reflected as a recapitalization, and is accounted for as a change in capital structure. Accordingly, the accounting for the acquisition is identical to that resulting from a reverse acquisition. Under reverse takeover accounting, the comparative historical financial statements of the Company, as the legal acquirer, are those of the accounting acquirer, Arista Capital. Accordingly, the Company’s financial statements prior to the closing of the reverse acquisition, reflect only business of the Arista Capital.

The ~~following discussion~~ ~~and~~accompanying ~~analysis~~consolidated ~~of our~~ financial ~~condition and results of operations are based upon our audited financial~~ statements, ~~which~~reflect ~~have been prepared in accordance with accounting principles generally accepted in~~ the ~~United~~recapitalization ~~States (“GAAP”). The preparation~~ of ~~these~~the ~~financial~~stockholders’ ~~statements~~deficit ~~requires~~as ~~management~~if ~~to make estimates and judgments that affect~~ the ~~reported~~transactions occurred ~~amounts~~as of ~~assets,~~the ~~liabilities, revenues~~beginning ~~and expenses, and related disclosure~~ of ~~contingent~~the ~~assets~~first ~~and~~period ~~liabilities~~presented. ~~Management continually evaluates such estimates~~Thus, ~~including~~ ~~those related to allowances for uncollectible finance receivables, income taxes, and~~ the ~~valuation~~shares of ~~equity~~common ~~transactions. Management~~stock ~~bases~~issued ~~its estimates on historical experience and on various other assumptions that it believes~~ to ~~be reasonable under~~ the ~~circumstances,~~former ~~the~~Arista ~~results of which form the basis for making judgments about the carrying values of assets and liabilities~~Capital ~~that~~stockholders are ~~not~~deemed ~~readily apparent from other sources. Any future changes~~ to ~~these~~be ~~estimates~~outstanding ~~and~~from ~~assumptions~~December ~~could cause a material change to our reported amounts of revenues~~31, ~~expenses, assets and liabilities~~2015. Actual results may differ from these estimates under different assumptions or conditions. Management believes the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the financial statements.

~~Going~~Critical Accounting ~~Concern~~Policies

The ~~consolidated financial~~ ~~statements~~following ~~have~~discussion ~~been~~and ~~prepared~~analysis ~~on a going concern basis, which contemplates the realization~~ of ~~assets~~our ~~and~~financial ~~the~~condition ~~settlement of liabilities~~ and ~~commitments~~results ~~in the normal course~~ of ~~business.~~operations Asare ~~reflected~~based inupon our ~~accompanying~~audited ~~consolidated~~ financial statements, ~~for the year~~ ~~ended~~which ~~December~~have ~~31,~~been ~~2017,~~prepared wein ~~had~~accordance awith ~~net~~accounting ~~loss~~principles ofgenerally ~~$559,406~~accepted ~~and used cash~~ in ~~operating~~the ~~activities~~United ofStates ~~$261,159, respectively~~(“GAAP”). ~~Additionally,~~ weThe ~~had~~preparation ~~an accumulated deficit~~ of ~~$934,493~~these ~~and~~financial ~~had~~statements arequires ~~stockholders’~~management ~~deficit~~to ofmake ~~$399,831~~estimates ~~at December 31, 2017, respectively,~~ and ~~had~~judgments ~~minimal~~that ~~revenues~~affect ~~for~~ the ~~year~~reported ~~ended~~amounts of ~~December~~assets, 31liabilities, ~~2017.~~revenues ~~Management~~and ~~believes~~expenses, ~~that~~and ~~these~~related ~~matters~~disclosure ~~raise~~of ~~substantial~~contingent ~~doubt~~assets ~~about our~~and ~~ability to continue as a going concern for twelve months from the issuance date of this report~~liabilities. Management ~~cannot provide assurance~~continually ~~that~~evaluates wesuch ~~will~~estimates, ~~ultimately~~including ~~achieve~~those ~~profitable~~related ~~operations~~to orallowances ~~become~~for ~~cash~~uncollectible ~~flow~~finance ~~positive~~receivables, orincome ~~raise~~taxes, ~~additional~~and ~~debt~~the ~~and/or~~valuation of equity ~~capital~~transactions. Management ~~believes~~bases ~~that~~ its ~~capital~~estimates ~~resources~~on ~~are~~historical ~~not~~experience ~~currently~~and ~~adequate~~on tovarious ~~continue~~other ~~operating~~assumptions ~~and~~that ~~maintaining~~it ~~its business strategy~~believes ~~for~~to abe ~~period~~reasonable ofunder ~~twelve~~the ~~months~~circumstances, ~~from~~ the ~~issuance~~results ~~date~~ of ~~this~~which ~~report.~~form ~~Although~~the webasis ~~have~~for ~~historically~~making ~~raised~~judgments ~~capital~~about ~~from~~ the ~~issuance of~~carrying ~~promissory~~values ~~notes,~~of assets ~~there~~and isliabilities ~~no assurance~~ that itare ~~will~~not bereadily ~~able~~apparent tofrom ~~continue~~other ~~to do so~~sources. ~~Management~~Any ~~believes~~future ~~that’s~~changes ~~its ability~~ to ~~attract~~these ~~debt~~estimates and ~~equity~~assumptions could ~~financing~~cause ~~in the capital markets will be greatly enhanced by becoming~~ a ~~public~~material ~~reporting~~change ~~company. If we are unable~~ to ~~raise~~our ~~additional~~reported ~~capital~~amounts orof ~~secure~~revenues, ~~additional~~expenses, ~~lending~~assets inand ~~the~~liabilities. ~~near~~Actual ~~future,~~results ~~management~~may ~~expects~~differ from ~~that~~these ~~the~~estimates ~~Company will~~under ~~need~~different toassumptions ~~curtail~~ or ~~cease operations~~conditions. ~~These~~Management ~~consolidated~~believes ~~financial~~the ~~statements~~following docritical ~~not~~accounting ~~include~~policies affect ~~any~~our ~~adjustments~~more ~~related~~significant tojudgments ~~the recoverability~~ and ~~classification~~estimates ofused ~~recorded~~in ~~asset~~the ~~amounts~~preparation ~~and classification~~ of ~~liabilities~~the ~~that~~financial ~~might be necessary should we be unable to continue as a going concern~~statements.

~~Financing leases receivable~~Going Concern

~~Financing~~The ~~leases~~consolidated ~~receivable are~~financial ~~recorded~~statements athave been ~~the~~prepared ~~aggregate~~on ~~future~~a ~~minimum~~going ~~lease~~concern ~~payments~~basis, ~~estimated~~which ~~unguaranteed~~contemplates ~~residual~~the ~~value~~realization of assets and the ~~leased~~settlement ~~equipment~~of ~~less~~liabilities and commitments ~~unearned~~in ~~income~~the normal course of business. ~~Residual~~As ~~values,~~reflected ~~which~~in ~~are~~our ~~reviewed~~accompanying ~~periodically~~consolidated financial statements, ~~represent~~for the ~~estimated~~year ~~amount~~ended December 31, 2018, we ~~expect~~had toa ~~receive~~net atloss ~~lease~~of $1,164,692 and used cash in operating activities of $315,371, respectively. Additionally, we had ~~termination~~an ~~from~~accumulated ~~the~~deficit ~~disposition~~of $2,099,185 and had a stockholders’ deficit of $890,522 at December 31, 2018, respectively, and had minimal revenues for the ~~leased~~year ~~equipment~~ended December 31, 2018. ~~Actual~~Management ~~residual~~believes ~~values~~that ~~realized~~these ~~could~~matters ~~differ~~raise substantial doubt about our ability to continue as a going concern for twelve months from ~~these~~the ~~estimates~~issuance date of this report. ~~The~~Management cannot provide assurance ~~unearned~~that ~~income~~we iswill ~~recognized~~ultimately inachieve ~~revenues~~profitable inoperations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that its capital resources are not currently adequate to continue operating and maintaining its business strategy for a period of twelve months from the ~~statements~~issuance date of ~~operations~~this ~~over~~report. Although we have historically raised capital from the ~~lease~~issuance of ~~term~~promissory notes, inthere ais ~~manner~~no assurance that ~~produces~~it awill ~~constant~~be able to continue to do so. Management believes that its ability to attract ~~rate~~debt ofand ~~return~~equity onfinancing in the ~~lease~~capital markets is enhanced by becoming a public reporting company. ~~Financing~~If ~~leases~~we ~~receivable~~are ~~due~~unable ~~after~~to ~~twelve~~raise additional ~~months~~capital ~~from~~or secure additional lending in the ~~balance~~near ~~sheet~~future, ~~date~~management ~~are~~expects ~~reflected~~that asthe aCompany will need to curtail or ~~long-term~~cease ~~asset~~operations. ~~Financing~~These ~~leases~~consolidated ~~receivables~~financial ~~are~~statements ~~periodically~~do ~~evaluated~~not ~~based~~include onany ~~individual~~adjustments ~~creditworthiness~~related ofto ~~customers.~~the ~~Based~~recoverability and classification onof ~~this~~recorded ~~evaluation,~~asset weamounts ~~record~~and anclassification ~~allowance~~of ~~for~~liabilities ~~estimated~~that ~~losses~~might onbe ~~these~~necessary ~~receivables~~should we be unable to continue as a going concern.

~~Revenue~~Financing leases ~~recognition~~receivable

~~Income from direct~~Financing ~~financing~~leases ~~lease~~receivable ~~transactions~~are isrecorded ~~reported~~at ~~using~~ the ~~financing~~aggregate ~~method~~future ofminimum ~~accounting~~lease payments, inestimated ~~which~~unguaranteed ~~our~~residual ~~investment~~value inof the leased ~~property~~ isequipment ~~reported~~less asunearned aincome. ~~receivable~~Residual ~~from~~values, ~~the~~which ~~lessee~~are toreviewed beperiodically, ~~recovered~~represent ~~through~~the ~~future~~estimated ~~rentals.~~amount ~~The~~we ~~interest~~expect ~~income portion of each rental~~to ~~payment~~receive isat ~~calculated~~lease sotermination asfrom tothe ~~generate~~disposition ~~a constant rate~~ of ~~return on~~ the ~~net~~leased ~~receivable outstanding~~equipment. ~~Allowances~~Actual ~~for~~residual ~~losses~~values onrealized ~~direct financing~~could ~~leases~~differ ~~are~~from ~~typically~~these estimates. ~~established~~The ~~based~~unearned onincome ~~historical~~is ~~charge-off~~recognized ~~and~~in ~~collection~~revenues ~~experience~~in ~~and~~ the ~~collectability~~statements of ~~specifically identified~~operations ~~lessees~~over ~~and billed and unbilled receivables. Direct financing leases are charged off to~~ the ~~allowance~~lease asterm, ~~they are deemed uncollectible. Direct financing leases are generally placed~~ in a ~~nonaccrual~~manner ~~status~~that produces ~~(i.e.,~~a noconstant ~~revenue~~rate isof ~~recognized)~~return ~~and~~on ~~deemed impaired~~the ~~when~~lease. ~~payments~~Financing ~~are~~leases ~~more~~receivable ~~than 90 days past~~ due. ~~Additionally,~~after ~~management~~twelve ~~periodically~~months ~~reviews~~from the ~~creditworthiness~~balance ofsheet ~~all~~date ~~direct~~are ~~finance~~reflected ~~lessees~~as ~~with~~a ~~payments~~long-term ~~outstanding less than 90 days~~asset. ~~Based~~Financing ~~upon management’s judgment, the related direct financing~~ leases ~~may~~receivables beare ~~placed~~periodically onevaluated ~~nonaccrual~~based ~~status. Leases placed~~ on ~~nonaccrual~~individual ~~status are only returned to an accrual status~~creditworthiness ~~when the account has been brought current and management believes recovery~~ of ~~the~~customers. ~~remaining~~Based ~~unpaid~~on ~~lease~~this ~~payments is probable. Until such time~~evaluation, ~~all~~we ~~payments~~record ~~received~~an ~~are~~allowance ~~applied~~for ~~only~~estimated ~~against~~losses ~~outstanding~~on ~~principal~~these ~~balances~~receivables.

~~Income taxes~~Revenue recognition

WeIncome from ~~account~~direct ~~for~~financing ~~income tax~~lease transactions is reported using the ~~liability~~financing method ~~prescribed~~of byaccounting, ~~ASC~~in ~~740,~~which ~~“Income~~our ~~Taxes”.~~investment ~~Under~~in ~~this~~the leased ~~method,~~property ~~deferred~~is ~~tax~~reported ~~assets~~as ~~and~~a ~~liabilities~~receivable from the lessee to be recovered through future rentals. The interest income portion ~~are~~of ~~determined~~each ~~based~~rental payment is calculated so as to generate a constant rate of return on the ~~difference~~net ~~between~~receivable ~~the~~outstanding. ~~financial~~Allowances for ~~reporting~~losses ~~and~~on ~~tax~~direct ~~bases~~financing ofleases ~~assets~~are typically established based on historical charge-off and ~~liabilities~~collection ~~using~~experience ~~enacted~~and ~~tax~~the ~~rates~~collectability ~~that~~of ~~will~~specifically beidentified inlessees ~~effect~~and inbilled ~~the~~and ~~year~~unbilled inreceivables. ~~which~~Direct ~~the~~financing ~~differences~~leases are ~~expected~~charged off to ~~reverse.~~the Weallowance ~~record~~as athey ~~valuation~~are ~~allowance~~deemed touncollectible. ~~offset deferred~~Direct ~~tax~~financing ~~assets~~leases ifare ~~based~~generally onplaced ~~the~~in ~~weight~~a ofnonaccrual ~~available~~status ~~evidence~~(i.e., no itrevenue is recognized) and deemed impaired when payments are more~~-likely-~~ than~~-not~~ ~~that~~90 ~~some~~days ~~portion,~~past ordue. ~~all~~Additionally, ofmanagement periodically reviews the creditworthiness of all direct finance lessees with payments outstanding less than 90 days. Based upon management’s ~~deferred~~judgment, ~~tax~~the ~~assets~~related ~~will~~direct ~~not~~financing leases may be ~~realized~~placed on nonaccrual status. ~~The~~Leases ~~effect~~placed on ~~deferred~~nonaccrual ~~taxes~~status ofare aonly returned ~~change~~to inan ~~tax~~accrual ~~rates~~status iswhen ~~recognized~~the asaccount ~~income~~has orbeen ~~loss in~~brought ~~the~~current ~~period~~and ~~that~~management ~~includes~~believes recovery of the ~~enactment~~remaining ~~date~~unpaid lease payments is probable. Until such time, all payments received are applied only against outstanding principal balances.

~~We follow the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “~~Income ~~Taxes”. Using that guidance,~~ tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. We recognize interest and penalties related to uncertain income tax positions in other expense.taxes

6We account for income tax using the liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. We record a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

~~Recent~~We follow ~~Accounting~~the ~~Pronouncements~~accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. We recognize interest and penalties related to uncertain income tax positions in other expense.

~~We do not believe that any recently issued, but not yet effective accounting standards, will have a material effect on Arista’s financial position, results of operations or cash flows.~~6

~~Results~~Recent Accounting ofPronouncements ~~Operations~~

~~Comparison~~In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement”. This update is to improve the effectiveness of ~~Results~~disclosures in the notes to the financial statements by facilitating clear communication of ~~Operations~~the information required by U.S. GAAP that is most important to users of each entity’s financial statements. The amendments in this update apply to all entities that are required, under existing U.S. GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments in this update are effective for ~~the~~all ~~Years~~entities ~~Ended~~for fiscal years beginning after December 3115, ~~2017~~2019, and ~~2016~~interim periods within those fiscal years. The Company is currently evaluating this guidance and the impact of this update on its consolidated financial statements.

~~Revenues~~Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

~~Revenues consist of~~Results ~~interest earned~~ of ~~lease~~Operations ~~financings~~- ~~and~~Comparison ~~other~~of ~~fee~~Results ~~income.~~of ~~For~~Operations ~~the year ended December 31, 2017, total revenues amounted to $28,806 as compared to $14,028~~ for the ~~year~~Years ~~ended~~Ended December 31, ~~2016,~~2018 ~~an increase of $14,778. In September 2016, we entered into a Purchase~~ and ~~Service~~2017 Agreement with a third party lease financing company to acquire a portfolio consisting of four leases for a purchase price of $234,563. The increase in revenues for the periods discussed were attributable to this lease portfolio acquisition.

~~Operating Expenses~~Revenues

Revenues consist of interest earned on lease financings and other fee income. For the year ended December 31, ~~2017~~2018, ~~operating~~total ~~expenses~~revenues amounted to $~~437~~13,~~710~~948 as compared to $~~212~~28,~~746~~806 for the year ended December 31, ~~2016~~2017, ana ~~increase~~ decrease of ~~224~~$14,~~424~~858, or ~~105.5~~52%. The decrease in revenues for the periods discussed were attributable to a decrease in the revenue generated by our leasing portfolio during the 2018 periods as compared to the 2017 periods.

~~For the years ended~~Operating ~~December~~Expenses ~~31, 2017 and 2016, operating expenses consisted of the following:~~

	Years Ended December 31,
	2017		2016
Compensation and benefits	$	224,041	$	104,180
Professional fees		134,139		16,028
Provision for lease losses		53,975		79,000
General and administrative expenses		25,015		13,538
Total	$	437,170	$	212,746

For the year ended December 31, 2018, operating expenses amounted to $1,004,991 as compared to $437,710 for the year ended December 31, 2017, an increase of 567,281, or 130%.

● For the ~~year~~years ended December 31, ~~2017,~~2018 ~~compensation~~ and ~~benefit expense increased by $119~~2017,~~861,~~ oroperating ~~115.1%,~~expenses asconsisted ~~compared~~of to the ~~year ended December 31, 2016. These increase was attributable to an increase in compensation paid to Arista’s chief executive officer.~~following:

	Years Ended December 31,
	2018			2017
Compensation and benefits	$	519,487		$	224,041
Professional fees		443,576			134,139
Provision for lease losses		(14,084	)		53,975
General and administrative expenses		56,012			25,015
Total	$	1,004,991		$	437,170

● For the year ended December 31, ~~2017~~2018, ~~professional~~compensation ~~fees~~and benefit expense increased by $~~118~~295,~~111~~446, or ~~736.9~~132%, as compared to the year ended December 31, ~~2016~~2017. This increase was ~~primarily~~ attributable to an increase in ~~legal~~compensation ~~fees~~paid ofto ~~$61,709,~~Arista’s anchief ~~increase~~executive inofficer ~~accounting~~which ~~fees~~includes ofstock-based ~~$49,722,~~compensation ~~and an increase in consulting fees~~ of $6268,~~680.~~096 ●for ~~For~~ the year ended December 31, ~~2017,~~2018 ~~provision~~ for ~~lease~~stock ~~losses~~options ~~decreased~~granted ~~by $25,025 as compared to the year ended December 31, 2016. Management periodically evaluates financing leases receivables based~~ on ~~the~~January ~~individual creditworthiness of customers. Based on this evaluation~~1, ~~Arista records an allowance for estimated losses on these receivables~~2018. ● For the year ended December 31, 2017, general and administrative expenses increased by $11,477 as compared to the year ended December 31, 2016.The increase was due an increase in operating activities.

~~Loss from Operations~~7

As● aFor ~~result of~~ the ~~factors~~ ~~described above, for the~~ year ended December 31, ~~2017~~2018, ~~loss~~professional ~~from~~fees ~~operations~~increased ~~amounted~~by to $~~408~~309,~~364~~437, or 231%, as compared to ~~$198,718 for~~ the year ended December 31, ~~2016,~~2017. This increase was primarily attributable to an increase in legal fees of $~~209~~76,~~646~~297, oran ~~105~~increase in accounting fees of $61,585 and an increase in consulting fees of $181,029.~~5%.~~

Other Expenses

	●	For the year ended December 31, 2018, provision for lease losses decreased by $68,059 as compared to the year ended December 31, 2017. Management periodically evaluates financing leases receivables based on the individual creditworthiness of customers. Based on this evaluation, Arista records an allowance for estimated losses on these receivables.

	●	For the year ended December 31, 2018, general and administrative expenses increased by $30,997 as compared to the year ended December 31, 2017. The increase was due an increase in investor relations expenses and office rent.

~~Other expenses consists~~Loss offrom ~~interest~~Operations expense incurred on debt with third parties and related parties. For the year ended December 31, 2017, interest expense amounted to $151,042, as compared to $51,066 for the year ended December 31, 2016, an increase of $99,976, or 195.8%. These increases were attributable to an increase in borrowing pursuant to convertible note instruments and the amortization of debt discount.

~~Net~~As ~~Loss~~a result of the factors described above, for the year ended December 31, 2018, loss from operations amounted to $991,043, as compared to $408,364 for the year ended December 31, 2017, an increase of $582,679, or 143%

~~As a result of the foregoing, for the year ended December 31,~~Other ~~2017~~Expenses ~~and 2016, net loss amounted to $559,406, or $0.26 per common share (basic and diluted), and $249,784, or $0.12 per common share (basic and diluted), respectively.~~

~~Liquidity~~Other expenses consist of interest expense incurred on debt owed to third parties and ~~Capital~~related ~~Resources~~parties as well as gain on sales of equipment. For the year ended December 31, 2018, interest expense amounted to $173,649, as compared to $151,042 for the year ended December 31, 2017, an increase of $22,607, or 15%. These increases were attributable to an increase in borrowing pursuant to convertible note instruments and the amortization of debt discount.

~~Liquidity is the ability~~Net ofLoss ~~an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. Arista had cash of $728 and $91,687 on hand as of December 31, 2017 and 2016, respectively.~~

~~Arista’s~~As ~~primary uses~~a result of ~~cash~~the ~~have~~foregoing, ~~been~~ for ~~salaries,~~the ~~fees~~years ended ~~paid~~December ~~to third parties for professional services~~31, ~~general~~2018 and ~~administrative expenses~~2017, ~~and~~ ~~the~~net ~~acquisition~~loss ~~lease~~amounted ~~portfolios.~~to ~~All~~$1,164,692, ~~funds~~or ~~received have been expended in the furtherance of growing the business~~$0.33 ~~Arista has~~per ~~received~~common ~~funds~~share ~~from~~(basic ~~the~~and ~~collection of lease payments~~diluted), and ~~from~~$559,406, or ~~various financing activities such as from debt financings~~$0.26 ~~The following~~per ~~trends~~common ~~are~~share ~~reasonably~~(basic ~~likely~~and todiluted), ~~result in changes in Arista’s liquidity over the near to long term:~~respectively.

●Due Anto ~~increase~~lack inof ~~working~~operating ~~capital~~cash ~~requirements~~flows, tofrom December ~~finance our current business~~31, ●2017 ~~Acquisition~~to ofDecember ~~lease~~31, ~~portfolios;~~2018, ●accounts ~~Addition~~payable ~~of administrative~~ and ~~sales~~accrued ~~personnel~~expenses asincreased ~~the~~by ~~business grows~~$123,324 and ●$160,907, ~~The cost of being a public company~~respectively.

8Liquidity and Capital Resources

~~During the year ended~~Liquidity ~~December~~is ~~31, 2015, Arista issued 10% convertible promissory notes (~~the ~~“10%~~ability ~~Convertible Notes”) to three third party individuals in the aggregate amount~~ of ~~$30,000.~~an ~~The~~enterprise ~~unpaid~~to ~~principal~~generate ~~and~~adequate ~~interest~~amounts ~~was payable three years from the date~~ of ~~the respective~~cash ~~10%~~to ~~Convertible~~meet ~~Note~~its ~~and~~needs ~~bore~~for ~~interest~~cash ~~at a rate equal to 10~~requirements.0% ~~per~~Arista ~~annum.~~had ~~The Noteholders were entitled, at their option,~~cash ~~at any time after the issuance~~ of ~~the~~ $10~~% Convertible Notes~~,357 ~~to convert all or any lesser portion of the outstanding principal amount~~ and ~~accrued but unpaid interest into Arista’s common stock at a conversion price of~~ $~~1.00~~728 ~~per~~on ~~common~~hand ~~share.~~as ~~In connection with issuance and sale~~ of ~~the~~December ~~10% Convertible Notes~~31, ~~the~~2018 ~~Company~~and ~~issued to noteholders five-year warrants to acquire up to 30,000 of Arista common stock at $2.00 per share. On~~ December 1431, 2017, in connection with the closing of the Transaction contemplated by the Share Exchange Agreement, the Company issued 60,000 shares upon conversion of the entire outstanding principal amount of the 10% Convertible Notesrespectively.

~~During the year ended~~Arista’s ~~December~~primary ~~31,~~uses ~~2016,~~of ~~Arista~~cash ~~issued~~have ~~additional~~been ~~10%~~for ~~convertible~~salaries, ~~promissory~~fees ~~notes~~paid ~~(the “2016 10% Convertible Notes”)~~ to ~~seven~~ third ~~party~~parties ~~individuals~~for inprofessional ~~the aggregate amount of $400~~services,~~000.~~ ~~The~~general ~~unpaid principal~~ and ~~interest was payable three years from~~administrative ~~the~~expenses, ~~date~~and of the ~~respective~~acquisition ~~2016~~lease ~~10% Convertible Note~~portfolios. ~~The~~All ~~2016~~funds ~~10%~~received ~~Convertible~~have ~~Notes~~been ~~mature~~expended ~~between~~in ~~June 1, 2019 and December 31, 2019. Arista has~~ the ~~right~~furtherance ~~to prepay any amount outstanding under the 2016 10% Convertible Note, subject to a prepayment penalty~~ of ~~5.0%~~growing of the ~~amount prepaid~~business. Arista ~~The~~has ~~noteholders~~received ~~are~~funds ~~entitled,~~from ~~at their option, at any time after~~ the ~~issuance~~collection of ~~the~~lease ~~2016 10% Convertible Notes~~payments, ~~to convert all or any lesser portion of the outstanding principal amount~~ and ~~accrued~~from ~~but~~various ~~unpaid~~financing ~~interest~~activities ~~into~~such ~~Arista~~as ~~common stock~~from atdebt ~~a conversion price of $1~~financings.~~50 per share. Noteholders also have the option of extending the maturity date of their notes~~ ~~for~~The upfollowing totrends ~~three~~are ~~additional~~reasonably ~~one-year~~likely ~~periods. In connection with the 2016 10% Convertible Notes, Arista also issued~~ to ~~noteholders five-year~~result ~~warrants~~in tochanges ~~acquire~~in ~~an aggregate of 575,000 shares of~~ Arista’s ~~common~~liquidity ~~stock~~over ~~at $2.00 per share. On December 14, 2017, in connection with~~ the ~~Share~~near ~~Exchange Agreement, the Company issued 266,666 shares~~ to ~~certain~~long ~~noteholders upon conversion of principal amount of $200,000.~~term:

~~During the period from~~We ~~July~~may 1,need ~~2017~~ to ~~September~~raise ~~30,~~additional ~~2017~~funds, ~~Arista~~particularly ~~issued~~if ~~12%~~we ~~convertible~~are ~~promissory~~unable ~~notes (the “12% Convertible Notes”)~~ to ~~three~~ ~~third~~generate ~~party~~positive ~~individuals~~cash inflow ~~the~~as ~~aggregate~~a ~~amount~~result of ~~$200,000.~~our ~~The unpaid principal and interest is payable three years from~~operations. ~~the~~We ~~date~~estimate ofthat ~~the~~based ~~respective~~on ~~12%~~current ~~Convertible~~plans ~~Note.~~and ~~The~~assumptions, ~~12%~~our ~~Convertible~~available ~~Notes~~cash ~~mature~~will ~~between~~not ~~July~~be 1,sufficient ~~2020~~to ~~and~~satisfy ~~August~~our 1,cash ~~2020. Arista~~requirements ~~has~~under ~~the~~our ~~right~~present tooperating ~~prepay~~expectations ~~any~~for ~~amount outstanding under~~ the next 12% ~~Convertible~~months ~~Note,~~from ~~subject~~the todate ~~a prepayment penalty~~ of ~~5.0%~~this ofannual ~~the amount prepaid~~report. ~~The~~Other ~~noteholders~~than ~~are~~revenue ~~entitled,~~received from atour ~~their~~lease ~~option~~portfolio, atand ~~any~~funds ~~time~~received ~~after~~from ~~the~~debt ~~issuance~~financings, ofwe ~~the~~presently ~~12%~~have ~~Convertible~~no ~~Notes,~~other tosignificant ~~convert all~~alternative orsource ~~any lesser portion~~ of working ~~the~~capital. We ~~outstanding~~have ~~principal~~used ~~amount~~these ~~and~~funds ~~accrued~~to ~~but~~fund ~~unpaid~~our ~~interest~~operating ~~into~~expenses, ~~Arista~~pay ~~common~~our ~~stock~~obligations, atacquire alease ~~conversion~~portfolios, ~~price~~and ofgrow ~~$3.00~~our ~~per share~~company. ~~Noteholders~~We ~~also~~need ~~have~~to ~~the~~raise ~~option~~significant ofadditional ~~extending~~capital ~~the~~or ~~maturity~~debt ~~date~~financing ofto ~~their~~acquire ~~notes~~new ~~for~~properties, up to ~~three additional~~acquire ~~one-year~~additional ~~periods.~~lease ~~In connection with the 12% Convertible Notes~~portfolios, ~~Arista~~and ~~also issued~~ to ~~noteholders~~assure ~~five-year~~we ~~warrants~~have tosufficient ~~acquire an~~working ~~aggregate~~capital offor ~~300,000~~our ~~shares~~ongoing ofoperations ~~Arista~~and ~~common~~debt ~~stock at $4~~obligations.~~00 per share.~~

In connection with the Closing, the Company offered to exchange each outstanding Arista warrant for new warrants issued by the Company entitling the holder to purchase an equal number of shares of the Company’s common stock as the number of Arista shares they were entitled to purchase upon exercise, subject to the same terms and conditions as the Arista warrants except without a cashless exercise option. Also, at Closing, the Company offered to exchange each outstanding 2016 10% Convertible Note and 12% Convertible Note into a convertible note issued by the Company convertible into an equal amount of shares of the Company’s common stock as the number of Arista shares into which such notes were convertible, subject to the same terms and conditions as the convertible notes currently held by Arista convertible noteholders. As a result of such exchange offers, the Company issued warrants to purchase 935,000 shares of Common Stock and $400,000 aggregate principal amount of convertible notes convertible into 199,999 shares of Common Stock. As a result of this exchange offer, there are no convertible notes or warrants outstanding at the Arista level.8

~~On December 31, 2017,~~Cash weFlows issued an 8% promissory note to a third party in the amount of $50,000. In connection with this promissory note, at December 31, 2017, we recorded a subscription receivable of $50,000. The funds were received in January 2018. The unpaid principal and interest is payable on June 8, 2018. In connection with this promissory note, on December 31, 2017, we issued to this noteholder five-year warrants to acquire up to 25,000 shares of the Company’s common stock at $0.01 per share.

InNet cash ~~December~~flow ~~2017,~~used ~~we also~~in ~~issued~~operating 8%activities ~~promissory~~was ~~notes~~$315,371 tofor ~~certain~~the ~~officers~~year ~~and~~ended ~~directors~~December of31, ~~the~~2018, ~~Company~~as incompared ~~the~~to ~~aggregate~~net ~~amount~~cash used in operating activities of $50261,~~000.~~159 ~~The~~for ~~unpaid principal~~the ~~and~~year ~~interest~~ended isDecember ~~payable~~31, ~~on June 8~~2017, ~~2018.~~an Inincrease ~~connection~~of ~~with~~$54,212. ~~these~~Net ~~promissory~~cash ~~notes,~~used in ~~December~~operating ~~2017,~~activities ~~we issued to these~~consisted ~~related~~of ~~party~~cash ~~noteholders~~used ~~five-year~~for ~~warrants~~working tocapital ~~acquire~~purposes upfor ~~to 25~~salaries,~~000~~ ~~shares~~professional offees ~~the~~and ~~Company’s~~general ~~common~~and ~~stock~~administrative ~~at $0~~expenses.~~01 per share.~~

9For the year ended December 31, 2018, net cash flow provided by investing activities amounted to $15,000 and consisted of proceeds from the sale of assets held for sale of $15,000. For the year ended December 31, 2017, net cash flow used in investing activities amounted to $94,800 and consisted of cash used in the recapitalization of $97,500 offset by proceeds from the sale of assets held for sale of $2,700.

WeNet cash ~~may~~provided ~~need~~by tofinancing ~~raise additional~~activities ~~funds~~was $310,000 ~~particularly~~for ifthe weyear ~~are~~ended ~~unable~~December to31, ~~generate~~2018 ~~positive cash flow~~ as acompared ~~result~~to of$265,000 ~~our~~for ~~operations.~~the Weyear ~~estimate that~~ended ~~based~~December on31, ~~current~~2017. ~~plans~~During ~~and~~the ~~assumptions,~~year ~~that~~ended ~~our~~December ~~available~~31, ~~cash~~2018, ~~will~~we ~~not~~received beproceeds ~~sufficient~~from toa ~~satisfy~~note ~~our~~payable ~~cash~~subscription ~~requirements~~receivable ~~under our~~of ~~present~~$50,000, ~~operating~~proceeds ~~expectations~~from ~~for~~a ~~the~~related ~~next~~party 12line ~~months from the date~~ of ~~this~~credit ~~annual~~– ~~report.~~related ~~Other~~party ~~than~~of ~~revenue received from our lease portfolio~~$55,000 and ~~funds~~proceeds ~~received~~ from ~~debt~~convertible ~~financings,~~notes ~~we presently have no other significant alternative source~~ of ~~working~~ ~~capital~~$205,000. We ~~have~~During ~~used~~the ~~these~~year ~~funds~~ended toDecember ~~fund our operating expenses~~31, ~~pay our obligations~~2017, ~~acquire~~we ~~lease~~received ~~portfolios,~~cash ~~and~~from ~~grow our~~convertible ~~company.~~notes Weof ~~need~~$200,000, toproceeds ~~raise~~from ~~significant~~notes ~~additional~~payable – ~~capital~~related orparties ~~debt~~of ~~financing to acquire new properties~~$50, ~~to acquire additional lease portfolios~~000, and toreceived ~~assure~~related weparty ~~have~~advances ~~sufficient~~of ~~working capital for our ongoing operations and debt obligations~~$15,000.

~~Cash~~Off-Balance Sheet ~~Flows~~Arrangements

~~Net~~We do ~~cash~~not ~~flow~~have ~~used in~~any ~~operating~~off-balance ~~activities~~sheet ~~was~~arrangements ~~$261,159~~that ~~for~~have ~~the~~or ~~year~~are ~~ended~~reasonably ~~December~~likely ~~31,~~to ~~2017,~~have asa ~~compared~~current toor ~~net~~future ~~cash~~effect ~~used~~on inits ~~operating activities~~financial ~~of $84~~condition,~~919~~ ~~for~~changes ~~the~~in ~~year~~financial ~~ended~~condition, ~~December~~revenues ~~31,~~or ~~2016~~expenses, anresults ~~increase~~ of ~~$176~~operations,~~240.~~ ~~Net~~liquidity, ~~cash~~capital ~~used~~expenditures inor ~~operating activities consisted of cash~~capital ~~used~~resources ~~for~~that ~~working~~are ~~capital~~material ~~purposes~~to ~~for salaries, professional fees and general and administrative expenses~~investors.

~~For the year ended~~Contractual ~~December~~Obligations 31, 2017, net cash flow used in investing activities amounted to $94,800 and consisted of cash used in the recapitalization of $97,500 offset by proceeds from the sale of assets held for sale of $2,700. For the year ended December 31, 2016, we used cash for the acquisitions of lease portfolios of $234,563.

~~Net cash provided by~~We ~~financing~~are ~~activities~~a ~~was~~smaller ~~$265,000~~reporting ~~for~~company ~~the year ended December 31, 2017~~ (as ~~compared~~defined toby ~~$400,000~~Rule ~~for~~12b-2 ~~the~~under ~~year ended December 31, 2016. During~~ the ~~year~~Securities ~~ended~~Exchange ~~December~~Act ~~31, 2017, we received cash from convertible notes~~ of ~~$200,000,~~1934) ~~proceeds from notes payable – related parties of $50,000,~~ and ~~received~~are ~~related~~not ~~party~~required ~~advances~~to ~~of $15,000. For~~ provide the ~~year~~information ~~ended~~under ~~December~~this ~~31, 2016, Arista received proceeds from convertible debt financings of $400,000~~item.

~~Off-Balance~~Item 7A. ~~Sheet~~Quantitative ~~Arrangements~~and Qualitative Disclosures about Market Risk

We ~~do not have any off-balance sheet arrangements that have or~~ are ~~reasonably likely to have~~ a ~~current~~smaller orreporting ~~future~~company ~~effect~~(as ondefined ~~its~~by ~~financial condition,~~Rule ~~changes~~12b-2 inunder ~~financial~~the ~~condition,~~Securities ~~revenues~~Exchange orAct ~~expenses, results~~ of ~~operations,~~1934) ~~liquidity,~~and ~~capital~~are ~~expenditures~~not orrequired ~~capital~~to provide ~~resources~~the ~~that~~information ~~are~~under ~~material~~this ~~to investors~~item.

~~Contractual~~Item ~~Obligations~~8. Financial Statements and Supplementary Data

~~We are a~~The ~~smaller~~financial ~~reporting~~statements ~~company~~and ~~(as~~notes ~~defined~~thereto byappear ~~Rule~~on ~~12b~~pages F-21 ~~under~~to ~~the~~F-22 ~~Securities Exchange Act~~ of ~~1934)~~this ~~and~~Annual ~~are~~Report ~~not~~on ~~required~~Form ~~to provide the information under this item~~10-K.

Item 7A 9. ~~Quantitative~~Changes in and ~~Qualitative~~Disagreements ~~Disclosures~~with ~~about~~Accountants ~~Market~~on ~~Risk~~Accounting and Financial Disclosure

We ~~are a smaller reporting~~ ~~company~~did ~~(as~~not ~~defined~~have byany ~~Rule~~change ~~12b-2~~in ~~under~~or ~~the~~disagreements ~~Securities~~with ~~Exchange~~accountants ~~Act~~on ofaccounting ~~1934)~~ and ~~are~~financial ~~not required to provide the information under this item~~disclosures.

Item 8 9A. ~~Financial~~Controls ~~Statements~~ and ~~Supplementary Data~~Procedures

~~The financial statements~~Evaluation ~~and notes thereto appear on pages F-1 to F-20~~ of ~~this~~Disclosure ~~Annual~~Controls ~~Report~~and ~~on Form 10-K.~~Procedures

~~Item~~Pursuant to 9Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s President, Chief Financial Officer, Secretary, and Treasurer, of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. ~~Changes~~Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and ~~Disagreements~~reported, ~~with~~within ~~Accountants~~the ontime ~~Accounting~~periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial ~~Disclosure~~Officer, as appropriate, to allow timely decisions regarding required disclosure.

~~We did not have any change in or disagreements with accountants on accounting and financial disclosures.~~9

10Management’s Annual Report on Internal Control Over Financial Reporting

~~Item~~Our management 9Ais responsible for establishing and maintaining adequate internal control over financial reporting as required under applicable United States securities regulatory requirements. ~~Controls~~Internal control over financial reporting is defined in Rule 13a–15(f) or 15d–15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the company’s chief executive and ~~Procedures~~chief financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

~~Evaluation~~● Pertain to the maintenance of ~~Disclosure~~records ~~Controls~~that in reasonable detail accurately and ~~Procedures~~fairly reflect the transactions and dispositions of the assets of the company; ● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and ● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use of disposition of the company’s assets that could have a material effect on the financial statements.

~~Pursuant to Rule 13a-15(b)~~Because ~~under the Securities Exchange Act~~ of ~~1934~~its ~~(“Exchange~~inherent ~~Act”)~~limitations, ~~the~~internal ~~Company~~control ~~carried~~over ~~out~~financial anreporting ~~evaluation,~~may ~~with~~not ~~the~~prevent ~~participation of~~or ~~the~~detect ~~Company’s~~all ~~management,~~misstatements. ~~including~~A ~~the~~system ~~Company’s~~of internal ~~President,~~controls ~~Chief~~can ~~Financial~~provide ~~Officer,~~only ~~Secretary~~reasonable, ~~and~~not ~~Treasurer~~absolute, of assurance that the ~~effectiveness~~objectives of the ~~Company’s~~control ~~disclosure~~system ~~controls~~are ~~and~~met, ~~procedures~~no ~~(as defined under Rule 13a-15(e) under the Exchange~~matter ~~Act)~~how aswell of the ~~end~~system ofis ~~the~~conceived ~~period~~or ~~covered by this report~~operated. ~~Based~~Projections ~~upon~~of ~~that~~any evaluation, ~~the~~of ~~Company’s~~effectiveness ~~Chief~~to ~~Executive~~future ~~Officer and~~periods ~~Chief~~are ~~Financial~~subject ~~Officer concluded that the Company’s disclosure controls and procedures were not effective~~ to ~~ensure~~ ~~that information required to be disclosed by~~ the ~~Company~~risk ~~in the reports~~ that ~~the~~controls ~~Company~~may ~~files~~become orinadequate ~~submits~~because ~~under~~of ~~the~~changes ~~Exchange Act, is recorded, processed, summarized and reported, within the time periods specified~~ in ~~the SEC’s rules and forms~~conditions, ~~and~~or that ~~such~~ ~~information~~the isdegree ~~accumulated~~of ~~and~~compliance ~~communicated~~with to the ~~Company’s management, including the Company’s Chief Executive~~policies ~~Officer~~or ~~and~~procedures ~~Chief~~may ~~Financial Officer, as appropriate, to allow timely decisions regarding required disclosure~~deteriorate.

~~Management~~Our management assessed the effectiveness of the Company’s ~~Annual~~internal ~~Report~~control onover financial reporting as of December 31, 2018. In making this assessment, our management, used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013 in Internal Control ~~Over~~Integrated ~~Financial~~Framework. ~~Reporting~~Based on that evaluation under this framework, our management concluded that our internal control over financial reporting was not effective because of the following material weaknesses in our internal control over financial reporting:

~~Our~~● ~~management~~We isdid ~~responsible for~~not ~~establishing~~maintain ~~and~~effective ~~maintaining~~controls ~~adequate~~to ~~internal~~identify ~~control~~and ~~over~~maintain ~~financial~~segregation ~~reporting~~of asduties ~~required~~between ~~under~~the ~~applicable~~ability ~~United~~to ~~States securities~~create ~~regulatory~~and ~~requirements.~~post ~~Internal~~manual ~~control~~journal ~~over~~entries ~~financial~~to ~~reporting is defined in Rule 13a–15(f) or 15d–15(f) promulgated under~~ the ~~Exchange~~general ~~Act~~ledger assystem for a ~~process~~key ~~designed~~accounting ~~by,~~individual orimpacting ~~under~~ the ~~supervision~~accuracy ~~of,~~and ~~the~~completeness ~~company’s~~of ~~chief~~all ~~executive~~key ~~and chief~~accounts ~~financial officers~~ and ~~effected~~disclosures. bySpecifically, the ~~company’s~~individual ~~board~~is ofassigned ~~directors, management and other personnel,~~ to ~~provide~~both ~~reasonable assurance~~prepare ~~regarding~~and ~~the~~post ~~reliability~~journal ofentries, ~~financial~~while ~~reporting~~holding ~~and~~responsibility ~~the~~for ~~preparation~~review of ~~financial~~certain ~~statements~~monthly ~~for~~reconciliations, ~~external~~without ~~purposes~~his ~~in accordance~~entries ~~with~~being ~~generally~~subject ~~accepted~~to ~~accounting~~an ~~principles~~independent ~~and includes those policies and procedures that:~~review;

● ~~Pertain~~We todid ~~the~~not ~~maintenance~~maintain ofeffective ~~records~~controls ~~that~~to inidentify ~~reasonable~~accounting ~~detail~~policies ~~accurately~~ and ~~fairly~~procedures ~~reflect~~specifying the ~~transactions~~correct ~~and~~treatment ~~dispositions~~for ofestimating the ~~assets~~allowance offor ~~the~~lease ~~company;~~losses ●and ~~Provide~~the ~~reasonable~~related ~~assurance~~provision ~~that~~for ~~transactions~~lease ~~are~~losses. ~~recorded~~Specifically, assupporting ~~necessary~~analysis tois ~~permit~~not ~~preparation~~prepared offor ~~financial~~estimating ~~statements~~the inallowance ~~accordance~~for ~~with~~lease ~~generally~~losses ~~accepted accounting principles,~~ and ~~that receipts and expenditures of~~ the ~~company~~related ~~are~~provision ~~being~~for ~~made~~lease ~~only~~losses, indocumenting ~~accordance~~compliance with ~~authorizations~~relevant ofGAAP ~~management~~ and ~~directors of~~ the ~~company; and ● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use of disposition of the company~~Company’s ~~assets~~accounting ~~that could have a material effect on the financial statements.~~policies;

~~Because~~● ofWe ~~its~~did ~~inherent limitations, internal control over financial reporting may~~ not ~~prevent~~maintain oreffective ~~detect~~controls ~~all~~to ~~misstatements.~~identify Aand ~~system~~prepare ofa ~~internal~~supporting ~~controls can~~analysis ~~provide~~for ~~only~~each ~~reasonable,~~financial ~~not~~statement ~~absolute~~disclosure, ~~assurance~~documenting ~~that~~its ~~the~~relevance ~~objectives~~with ofGAAP ~~the~~and ~~control system are met, no matter how well~~ the ~~system~~ isCompany’s ~~conceived~~accounting orand ~~operated~~disclosure policies. ~~Projections~~Specifically, ofan ~~any~~independent ~~evaluation~~review of ~~effectiveness~~financial tostatements ~~future~~and ~~periods~~all ~~are~~related ~~subject~~disclosures tois ~~the~~not ~~risk~~performed ~~that controls~~by ~~may~~management ~~become~~and/or ~~inadequate~~other ~~because~~suitably ofqualified ~~changes~~personnel infor ~~conditions~~completeness, orconsistency, ~~that~~and ~~the degree of~~ compliance with GAAP and the ~~policies~~Company’s oraccounting ~~procedures may~~and ~~deteriorate.~~disclosure policies;

~~Our~~● ~~management~~Sufficient ~~assessed the~~information ~~effectiveness~~is ofnot ~~the~~provided ~~Company’s~~to ~~internal~~our ~~control~~Board ~~over~~of ~~financial~~Directors ~~reporting~~on asa oftimely ~~December~~basis ~~31,~~to ~~2017.~~allow Inmonitoring ~~making~~of ~~this~~management’s ~~assessment, our~~objectives ~~management~~and strategies, ~~used~~ the ~~criteria~~entity’s ~~set~~financial ~~forth~~position byand ~~the~~operating ~~Committee~~results, ofand ~~Sponsoring~~terms ~~Organizations~~ of ~~the~~significant ~~Treadway~~agreements. ~~Commission~~Specifically, ~~(“COSO”) in 2013~~the inBoard ~~Internal~~of ~~Control~~Directors ~~Integrated~~does ~~Framework.~~not ~~Based~~receive onkey ~~that~~information ~~evaluation~~such ~~under~~as ~~this~~financial ~~framework~~statements, ~~our~~analysis ~~management~~of ~~concluded that~~significant ~~our~~accounts ~~internal~~or ~~control~~transactions, ~~over~~and other financial ~~reporting~~information ~~was~~on ~~not~~a ~~effective~~timely ~~because~~basis ofto ~~the~~monitor ~~following material weaknesses in~~ our ~~internal control~~financial ~~over~~position ~~financial~~and ~~reporting:~~operating results.

● This annual Wereport ~~did~~does not ~~maintain~~include ~~effective~~an ~~controls~~attestation toreport ~~identify~~by ~~and~~our ~~maintain~~independent ~~segregation~~registered ofpublic ~~duties~~accounting ~~between~~firm ~~the~~regarding ~~ability~~internal tocontrol over ~~create~~financial ~~and~~reporting. ~~post~~As ~~manual~~we ~~journal~~are ~~entries~~neither toa ~~the~~large ~~general~~accelerated ~~ledger~~filer ~~system~~nor ~~for~~an aaccelerated ~~key~~filer, ~~accounting~~our ~~individual~~management’s ~~impacting~~report was ~~the~~not ~~accuracy~~subject ~~and~~to ~~completeness~~attestation ofby ~~all~~our ~~key~~registered ~~accounts~~public ~~and~~accounting ~~disclosures.~~firm ~~Specifically,~~pursuant ~~the~~to ~~individual~~rules isof ~~assigned~~the toSecurities ~~both prepare~~ and ~~post~~Exchange ~~journal~~Commission that ~~entries,~~permit ~~while~~us ~~holding~~to ~~responsibility~~provide ~~for~~only ~~review~~management’s ofreport ~~certain~~in ~~monthly~~this ~~reconciliations,~~annual ~~without his entries being subject to an independent review;~~report.

●Changes in WeInternal ~~did~~Control ~~not~~over ~~maintain~~Financial effective controls to identify accounting policies and procedures specifying the correct treatment for estimating the allowance for lease losses and the related provision for lease losses. Specifically, supporting analysis is not prepared for estimating the allowance for lease losses and the related provision for lease losses, documenting compliance with relevant GAAP and the Company’s accounting policies;Reporting

●There were Weno ~~did~~changes ~~not~~in ~~maintain~~our ~~effective~~internal ~~controls~~control toover ~~identify and prepare a supporting analysis for each~~ financial ~~statement disclosure~~reporting, ~~documenting~~as ~~its~~defined ~~relevance~~in ~~with~~Rules ~~GAAP~~13a-15(f) and ~~the~~15d-15(f) ~~Company’s~~under ~~accounting~~the ~~and disclosure policies. Specifically~~Exchange Act, anduring ~~independent~~our ~~review~~most ofrecently ~~financial~~completed ~~statements~~fiscal ~~and~~quarter ~~all~~that ~~related~~have ~~disclosures~~materially isaffected, ~~not performed by management and/~~or ~~other~~are ~~suitably~~reasonably ~~qualified~~likely ~~personnel~~to ~~for~~materially ~~completeness~~affect, our ~~consistency,~~internal ~~and~~control ~~compliance~~over ~~with~~financial ~~GAAP and the Company’s accounting and disclosure policies;~~reporting.

● Sufficient information is not provided to our Board of Directors on a timely basis to allow monitoring of management’s objectives and strategies, the entity’s financial position and operating results, and terms of significant agreementsItem 9B. ~~Specifically,~~Other the Board of Directors does not receive key information such as financial statements, analysis of significant accounts or transactions, and other financial information on a timely basis to monitor our financial position and operating results.Information

11None.

This annual report does not include an attestation report by our independent registered public accounting firm regarding internal control over financial reporting. As we are neither a large accelerated filer nor an accelerated filer, our management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.10

~~Changes in Internal Control over Financial Reporting~~ PART III

~~There were no changes~~Item in10. ~~our internal control over financial reporting~~Directors, asExecutive ~~defined~~Officers ~~in Rules 13a-15(f)~~ and ~~15d-15(f)~~Corporate ~~under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.~~Governance

~~Item~~The following 9Btable sets forth the names and ages of our current directors and executive officers. ~~Other~~Our ~~Information~~Board of Directors appoints our executive officers. Our directors serve until the earlier occurrence of the election of his or her successor at the next meeting of stockholders, death, resignation or removal by the Board of Directors.

None.

Name	Age	Position
Paul Patrizio	62	Chairman and Chief Executive Officer; Director
Kenneth Mathews	76	Vice Chairman and Treasurer; Director
Scott Williams	67	Director
Jonathan Tegge	29	Interim Chief Financial Officer

~~PART~~Paul Patrizio ~~III~~Mr. Patrizio has been the Chairman and CEO of the Company since its inception. Mr. Patrizio is also Chairman of MPMI Solutions, Inc., a technology solutions provider. He is also Of Counsel to the law firm Wollmuth Maher & Deutsch LLP. Previously, he was the Managing Partner of Apogee Energy Partners LLC (“AEP”) since its inception in 2009. AEP was an energy project development company and financing firm specializing in the solar energy industry. AEP was involved (through its affiliated partnerships) in the development and financing of over $200 million of solar projects in the last five years. During that period, Mr. Patrizio also had been General Counsel to Green States Energy, Inc., a developer and owner of solar energy projects and prior to Green States Energy was General Counsel to Gehrlicher Solar America Corp., the US subsidiary of Gehrlicher Solar AG (Germany), one of the largest solar companies in the world. From 1996-2008, Mr. Patrizio was a Managing Director and General Counsel at several investment banking firms which specialized in private equity and debt transactions. From 1984-1996, Mr. Patrizio worked at New York City law firms where he specialized in corporate, securities, and general business matters which included being an associate at Cahill Gordon and Shea & Gould and a partner at Campbell & Fleming (which became the NYC office of Epstein Becker & Green). Mr. Patrizio holds a BA, MBA, JD and LLM and is admitted to practice law in New Jersey, New York and Pennsylvania.

~~Item~~Kenneth Mathews 10Mr. ~~Directors~~Mathews brings more than 50 years’ experience in corporate finance with specialties in commercial lending, capital ~~Executive~~sourcing, ~~Officers~~leasing, and financial consulting for marketing and profit improvement. He is the founder and managing director of Cambridge Capital Corp., a boutique financial consulting firm specializing in raising capital for mid-sized companies, early-stage companies, and troubled businesses. Prior to forming Cambridge Capital Corp. in 1992, Ken Mathews served for 20 years with First Fidelity Bancorporation, then a New Jersey based $30 billion dollar commercial banking organization serving the Northeast. Through a series of mergers First Fidelity was acquired by Wachovia Bank, which was acquired by Wells Fargo Bank. Mr. Mathews was an Executive Vice President responsible for several departments including National Corporate ~~Governance~~and Equipment Leasing. In the Commercial Banking Division, Mr. Mathews managed a regional network with a portfolio of secured and unsecured loans for middle market companies. In addition, Mr. Mathews was a co-founder of and served on the Board of Directors for Hilltop Community Bank, a publicly-traded community bank until its recent sale. Mr. Mathews holds a BS degree from St. Peter’s College with a major in economics, and studied for a MBA in finance and marketing at NYU’s Graduate School of Business Administration.

The following table sets forth the names and ages of our current directors and executive officers. Our Board of Directors appoints our executive officers. Our directors serve until the earlier occurrence of the election of his or her successor at the next meeting of stockholders, death, resignation or removal by the Board of Directors.11

Name	Age	Position
Paul Patrizio	61	Chairman and Chief Executive Officer; Director
Kenneth Mathews	75	Vice Chairman and Treasurer; Director
Walter A. Wojcik, Jr.	68	Chief Financial Officer
Scott Williams	66	Director

Scott Williams Mr. Williams began his career in the investment industry in 1978 with A. G. Edwards and Sons, Inc. He has been with firms as diverse as Drexel Burnham Lambert, Prudential Securities, and Pennsylvania Merchant Group a boutique investment-banking firm. Over a 35-year period he has been involved in the management of various areas in the industry, such as high net worth accounts, a high yield trading desk and banking group, and retail and institutional sales forces. Beginning in 2004, Mr. Williams partnered with David Callan to form Hawk Management. Hawk Management was created to be the investment advisor to Hawk Opportunity Fund. The Hawk Opportunity Fund, launched in 2005, was designed to allow Callan and Williams to use their expertise in distressed and bankrupt securities to take major positions in those situations they deemed investment worthy. The Hawk Opportunity Fund has over $30,000,000 in assets under management. Mr. Williams holds a BA in Political Science with a minor in Economics from the University of Oklahoma.

~~Paul~~Jonathan Tegge ~~Patrizio~~ Mr. ~~Patrizio~~Tegge has been ~~the~~a ~~Chairman~~Senior ~~and~~Associate ~~CEO~~ of ~~the~~Financial ~~Company~~Reporting ~~since~~for ~~its~~Brio ~~inception.~~Financial ~~Mr.~~Group Patrizio is also Chairman of MPMI Solutions, Inc., a technology solutions provider. He is also Of Counsel to the law firm Wollmuth Maher & Deutsch LLP. Previously, he was the Managing Partner of Apogee Energy Partners LLC (“~~AEP~~Brio”) since ~~its inception in 2009. AEP was an energy project development company and~~late ~~financing firm specializing in the solar energy industry~~2015. ~~AEP~~In ~~was~~that ~~involved~~capacity, ~~(through~~he ~~its~~consults ~~affiliated~~with ~~partnerships)~~various inprivate ~~the development~~ and ~~financing~~public ofcompanies ~~over~~with ~~$200~~respect ~~million of solar projects in the last five years. During that period, Mr. Patrizio also had been General Counsel~~ to ~~Green~~financial ~~States Energy~~reporting, ~~Inc.,~~analysis ~~a developer and owner~~ of complex ~~solar~~financial ~~energy~~instruments ~~projects~~ and ~~prior to Green States Energy was General Counsel to Gehrlicher Solar America Corp.,~~ the USvaluation ~~subsidiary~~ of ~~Gehrlicher~~such ~~Solar~~instruments. AGPrior ~~(Germany),~~to ~~one~~joining ~~of the largest solar companies in the world. From 1996-2008~~Brio, Mr. ~~Patrizio~~Tegge was aan ~~Managing~~accounting ~~Director and General Counsel~~ consultant at ~~several~~Robert ~~investment~~Half ~~banking~~Finance ~~firms~~& ~~which specialized~~Accounting infrom ~~private~~2014 ~~equity~~to ~~and debt transactions. From 1984-1996~~2015, ~~Mr.~~where ~~Patrizio~~he ~~worked~~was atinvolved ~~New~~in ~~York~~their ~~City~~accounting ~~law~~practice ~~firms~~with ~~where~~industry ~~he specialized~~focuses in ~~corporate,~~healthcare ~~securities,~~ and ~~general~~professional ~~business~~service ~~matters which included being an associate at Cahill Gordon and Shea & Gould and a partner at Campbell & Fleming (which became the NYC office of Epstein Becker & Green)~~firms. Mr. ~~Patrizio~~Tegge ~~holds~~has a ~~BA,~~Bachelor ~~MBA, JD~~of ~~and~~Science ~~LLM~~in ~~and~~Accounting isfrom ~~admitted to practice law in~~ New Jersey, ~~New~~Institute ~~York~~of ~~and Pennsylvania~~Technology.

~~Kenneth Mathews Mr. Mathews brings~~On ~~more~~October ~~than 50 years’ experience in corporate finance with specialties in commercial lending~~1, ~~capital sourcing~~2018, ~~leasing,~~Mr. ~~and financial~~Tegge ~~consulting~~was ~~for~~appointed ~~marketing~~Interim ~~and~~Chief ~~profit~~Financial ~~improvement.~~Officer Heof is the ~~founder~~Company ~~and~~pursuant ~~managing~~to ~~director~~an ofagreement ~~Cambridge~~dated ~~Capital Corp.,~~September a1, ~~boutique~~2018 ~~financial~~between ~~consulting~~the ~~firm~~Company ~~specializing~~and inBrio. ~~raising~~Under ~~capital~~the ~~for mid-sized companies~~agreement, ~~early-stage~~Brio ~~companies,~~agreed ~~and troubled businesses. Prior~~ to ~~forming~~assist ~~Cambridge~~the ~~Capital~~Company ~~Corp.~~ in ~~1992,~~the ~~Ken~~preparation ~~Mathews~~of ~~served~~its ~~for~~quarterly and 20annual ~~years~~financial ~~with~~statements ~~First~~and ~~Fidelity~~related ~~Bancorporation, then~~matters at a ~~New~~fixed ~~Jersey~~monthly ~~based~~rate of $305,000 ~~billion~~plus ~~dollar commercial banking organization serving the Northeast~~expenses. ~~Through~~As apart ~~series~~ of ~~mergers~~this ~~First Fidelity~~fixed ~~was acquired by Wachovia Bank~~monthly rate, ~~which~~Brio ~~was~~agreed ~~acquired~~to byprovide ~~Wells~~the ~~Fargo~~Company ~~Bank.~~with ~~Mr. Mathews was~~ an ~~Executive~~Interim ~~Vice~~Chief ~~President~~Financial ~~responsible for~~Officer ~~several~~upon ~~departments~~request ~~including~~by ~~National~~the ~~Corporate~~Company ~~and~~until ~~Equipment Leasing. In~~ the ~~Commercial Banking Division, Mr. Mathews managed~~Company aidentifies ~~regional network with~~ a ~~portfolio~~full oftime ~~secured~~Chief ~~and~~Financial ~~unsecured loans for middle market companies~~Officer. In addition, ~~Mr.~~Brio ~~Mathews~~may ~~was~~provide ~~a co-founder~~additional ofservices ~~and~~if ~~served~~requested onby the ~~Board of Directors for Hilltop Community Bank, a publicly-traded community bank until its recent~~Company ~~sale. Mr. Mathews holds a BS degree from St. Peter’s College with a major in economics, and studied for a MBA in finance and marketing~~ at ~~NYU~~Brio’s ~~Graduate~~standard ~~School~~hourly ~~of Business Administration~~rates.

12There are no family relationships among Arista’s officers and directors.

~~Walter A. Wojcik, Jr Mr. Wojcik~~Each ~~was~~director ~~the~~serves ~~SVP~~until ~~and~~our ~~Chief~~next ~~Financial~~annual ~~Officer~~meeting of ~~Hilltop~~the ~~Community~~stockholders ~~Bank,~~or aunless ~~publicly-traded~~they ~~bank,~~resign ~~from~~earlier. ~~its~~The ~~formation~~Board inof ~~2000~~Directors ~~until its~~elects ~~sale~~officers ~~in 2013. During that period, Mr. Wojcik was instrumental in its founding~~ and ~~operations~~their ~~and~~terms ~~an active member~~ of ~~senior~~office ~~management running~~are ~~all~~at of the ~~financial~~discretion ~~operations~~ of the ~~bank.~~Board ~~Prior~~of ~~to Hilltop, Mr~~Directors. ~~Wojcik~~Each ~~was~~of ~~the~~our ~~SVP~~directors ~~and~~serves ~~CFO~~until ofhis ~~Ramapo Financial Corporation,~~or aher ~~publicly-traded~~successor ~~financial~~is ~~institution,~~elected ~~where~~and hequalified. ~~spent~~Each 14of ~~years~~our inofficers ~~all~~is ~~aspects~~elected ofby the ~~accounting~~board ~~and financial operations~~ of ~~the bank~~directors ~~including SEC reporting. Prior~~ to ~~Ramapo,~~a heterm ~~was~~of ~~with~~one ~~First National Bank~~ (~~now Wells Fargo~~1) inyear ~~various accounting functions.~~and ~~Mr.~~serves ~~Wojcik~~until ~~began~~ his ~~career~~or asher ansuccessor ~~auditor~~is ~~with~~duly ~~Arthur~~elected ~~Andersen.~~and ~~Mr.~~qualified, ~~Wojcik~~or ~~holds~~until ahe BSor inshe ~~Business~~is ~~Administration~~removed from ~~Villanova University~~office. ~~and~~At isthe apresent ~~licensed~~time, members ~~CPA~~of ~~(currently~~the onboard ~~inactive~~of ~~status)~~directors inare ~~the~~not ~~State~~compensated offor ~~New~~their ~~Jersey~~services to the board.

~~Scott Williams Mr. Williams began~~Arista ~~his~~does ~~career~~not inpresently ~~the~~have ~~investment~~any ~~industry~~board ~~in 1978 with A. G. Edwards and Sons~~committees, ~~Inc.~~including Heany ~~has~~separately ~~been~~designated ~~with~~standing ~~firms~~audit ~~as diverse as Drexel Burnham Lambert~~committee, ~~Prudential~~compensation ~~Securities, and Pennsylvania Merchant Group a boutique investment-banking firm. Over a 35-year period he has~~committee ~~been~~or ~~involved~~nominating ~~in the management of various areas in the industry, such as high net worth accounts, a high yield trading desk and banking group, and retail and institutional sales forces~~committee. Beginning in 2004, Mr. Williams partnered with David Callan to form Hawk Management. Hawk Management was created to be the investment advisor to Hawk Opportunity Fund. The Hawk Opportunity Fund, launched in 2005, was designed to allow Callan and Williams to use their expertise in distressed and bankrupt securities to take major positions in those situations they deemed investment worthy. The Hawk Opportunity Fund has over $30,000,000 in assets under management. Mr. Williams holds a BA in Political Science with a minor in Economics from the University of Oklahoma.

~~There are no family~~Board ~~relationships~~of ~~among Arista’s officers and directors.~~Advisors

~~Each~~Gordon Sweely ~~director~~Mr. ~~serves until~~Sweely ~~our~~is ~~next~~the ~~annual~~sole ~~meeting~~member of ~~the~~Arista’s ~~stockholders~~Board orof ~~unless~~Advisors. ~~they~~Mr. ~~resign~~Sweely ~~earlier.~~is ~~The~~a ~~Board~~Managing Director and Head of ~~Directors~~Structured Finance, ~~elects~~Americas ~~officers~~for ~~and~~Nomura ~~their~~Securities International, Asia’s global investment bank. Mr. Sweely joined Nomura in 2011 and ~~terms~~is ofresponsible ~~office~~for ~~are~~all atstructured ~~the~~lending ~~discretion~~and ofNon-Agency ~~the~~origination ~~Board~~activity offor ~~Directors~~Securitized Products in the Americas. ~~Each~~Additionally, he ofalso ~~our~~oversees ~~directors~~all ~~serves~~Collateralized ~~until~~Loan ~~his~~Obligation oractivity ~~her~~and ~~successor~~structured islending ~~elected~~activity for Structured Credit in the Americas. ~~and~~Prior ~~qualified~~to joining Nomura, Mr. ~~Each~~Sweely ofspent ~~our~~18 ~~officers~~years isat ~~elected~~Lehman byBrothers ~~the~~as ~~board~~Head of ~~directors~~ABS toTrading, aPrincipal ~~term~~Finance and Co-Head of ABS ~~one~~CDOs ~~(1)~~with ~~year~~an expanded focus on distressed and ~~serves~~non-investment ~~until~~grade ~~his~~assets oron ~~her~~a whole loan and securitized basis. Mr. Sweely ~~successor~~holds isa ~~duly~~B.S. ~~elected~~from Hobart College and ~~qualified,~~has oran ~~until~~MBA hefrom orNew ~~she~~York isUniversity ~~removed~~Stern ~~from~~School ~~office~~of Business. AtMr. ~~the~~Sweely ~~present~~has ~~time~~received 27,000 shares ~~members~~ of ~~the~~our ~~board~~common ~~of directors~~stock ~~are~~as ~~not~~compensation ~~compensated~~ for ~~their~~serving ~~services~~on toArista’s ~~the~~Board ~~board~~of Advisors.

~~Arista does not presently have any board committees, including any separately designated standing audit committee, compensation committee or nominating committee.~~12

~~Board~~Compliance with Section 16(a) of ~~Advisors~~the Securities Exchange Act of 1934

~~Gordon Sweely Mr. Sweely is the~~Section ~~sole~~16(a) ~~member~~ of ~~Arista’s~~the ~~Board~~Securities ofExchange ~~Advisors.~~Act ~~Mr. Sweely is a Managing Director and Head~~ of ~~Structured Finance~~1934, ~~Americas~~as ~~for Nomura Securities International~~amended, ~~Asia’s~~requires ~~global~~our ~~investment~~directors ~~bank.~~and ~~Mr.~~executive ~~Sweely~~officers ~~joined~~to ~~Nomura~~file inreports ~~2011~~of ~~and is responsible for all~~holdings ~~structured lending~~ and ~~Non-Agency~~transactions ~~origination~~in ~~activity~~our ~~for~~equity ~~Securitized~~securities ~~Products~~with in the ~~Americas~~SEC. ~~Additionally,~~Based heon ~~also~~our ~~oversees all~~records ~~Collateralized Loan Obligation activity~~ and ~~structured~~other ~~lending~~information, ~~activity~~we ~~for~~believe ~~Structured~~that ~~Credit~~ in ~~the~~2018 ~~Americas. Prior to joining~~our ~~Nomura,~~directors ~~Mr. Sweely spent 18 years at Lehman Brothers as Head of ABS Trading, Principal Finance~~ and ~~Co-Head~~officers ofwho ~~ABS~~were ~~CDOs~~subject ~~with~~to ~~an expanded~~Section ~~focus on distressed and non-investment grade assets on~~ 16(a) ~~whole~~met ~~loan~~all ~~and~~applicable ~~securitized~~filing ~~basis~~requirements. Mr. Sweely holds a B.S. from Hobart College and has an MBA from New York University Stern School of Business. Mr. Sweely has received 27,000 shares of our common stock as compensation for serving on Arista’s Board of Advisors.

~~Compliance with Section 16(a) of the~~Code ~~Securities Exchange Act~~ of ~~1934~~Ethics

~~Our~~We have ~~directors~~not ~~and~~adopted ~~executive~~a ~~officers~~code ~~and persons~~of ~~who~~ethics ~~beneficially~~that ~~own~~applies ~~more~~to ~~than~~our ~~10%~~principal ofexecutive ~~our~~officer, ~~equity~~principal ~~securities~~financial ~~are~~officer, ~~not~~principal ~~subject~~accounting officer, toor ~~Section~~persons ~~16(a)~~performing similar functions, because of the ~~Securities~~small ~~Exchange Act~~number of ~~1934,~~persons asinvolved ~~amended~~in the management of the Company.

13Item 11. Executive Compensation

~~Code~~The objective of ~~Ethics~~our compensation program is to provide compensation for services rendered by our executive officers in the form of a salary. We utilize this form of compensation because we believe that it is adequate to both retain and motivate our executive officers. The amount we deem appropriate to compensate our executive officers is determined in accordance with other like corporations; we have no specific formula to determine compensatory amount at this time. We have deemed that our current compensatory program and the decisions regarding compensation are easy to administer and are appropriately suited for our objectives. We may expand our compensation program to additional future employees and to include other compensatory elements.

~~We have not adopted a code of ethics that~~Summary ~~applies~~Compensation to our principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions, because of the small number of persons involved in the management of the Company.Table

~~Item~~The following ~~11.~~table ~~Executive~~provides ~~Compensation~~summary information concerning cash and non-cash compensation paid or accrued by the Company or on behalf of our executive officers.

The objective of our compensation program is to provide compensation for services rendered by our executive officers in the form of a salary. We utilize this form of compensation because we believe that it is adequate to both retain and motivate our executive officers. The amount we deem appropriate to compensate our executive officers is determined in accordance with other like corporations; we have no specific formula to determine compensatory amount at this time. We have deemed that our current compensatory program and the decisions regarding compensation are easy to administer and are appropriately suited for our objectives. We may expand our compensation program to additional future employees and to include other compensatory elements.

Name and Principal Position	Title	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All other compensation ($)		Total ($)
(a)	(b)	(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
			2018	$	150,000	$	-0-		-0-		-0-		-0-		-0-		30,000-	$	180,000
Paul Patrizio	President,		2017	$	150,000	$	-0-	$	-0-		-0-		-0-		-0-		30,000-	$	180,000
	CEO, Secretary		2016	$	28,337-	$	-0-	$	-0-		-0-		-0-		-0-		12,000-	$	40,337-
	and Director

			2018	$	32,500	$	-0-	$	-0-		-0-		-0-		-0-		-0-	$	32,500
Walter A.	CFO		2017	$	32,500	$	-0-	$	-0-		-0-		-0-		-0-		-0-	$	32,500
Wojcik, Jr.			2016	$	7,500-	$	-0-	$	6,000-		-0-		-0-		-0-		-0-	$	13,500-

~~Summary~~Mr. Patrizio ~~Compensation~~entered into an employment agreement with the Company immediately following the Closing, effective January 1, 2018, which ~~Table~~provides for a five-year term, subject to renewal. Mr. Patrizio’s base salary is $150,000 and such annual salary is subject to a minimum 5% annual increase as well as increases based upon receipt by the Company of additional funding. Mr. Patrizio is entitled to an annual bonus based upon the EBITDA performance of the Company. In addition to reimbursement of business expenses, the agreement provides payment for monthly expenses for car, home office and telecommunications and other miscellaneous expenses incurred by Mr. Patrizio of $3,000 and provides reimbursement of his health care premium of $2,000 respectively. Also, consistent with the previous agreement between Mr. Patrizio and Arista, the agreement for Mr. Patrizio provides for termination in the event of a change in control, and for severance in the event of termination without cause, or for termination due to the Company’s breach. See Note 9 of Notes to Financial Statements.

~~The following table provides summary information concerning cash and non-cash compensation paid or accrued by the Company or on behalf of our executive officers.~~13

Name and Principal Position	Title	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All other compensation ($)		Total ($)
(a)	(b)	(c)	(d)		(e)		(f)		(g)		(h)		(i)		(j)
Paul	President,	2017	$	150,000	$	-0-	$	-0-		-0-		-0-		-0-		30,000-	$	180,000
Patrizio (1)	CEO,	2016	$	28,337-	$	-0-	$	-0-		-0-		-0-		-0-		12,000-	$	40,337-
	Secretary	2015	$	-0-	$	-0-	$	-0-		-0-		-0-		-0-		-0-	$	-0-
	and Director
Walter A.	CFO	2017	$	32,500	$	-0-	$	-0-		-0-		-0-		-0-		-0-	$	32,500
Wojcik, Jr. (2)		2016	$	7,500-	$	-0-	$	6,000-		-0-		-0-		-0-		-0-	$	13,500-
		2015	$	5,000-	$	-0-	$	2,000-		-0-		-0-		-0-		-0-	$	7,000-

Arista had an oral understanding with Mr. Wojcik to pay him an annual salary of $42,000. The Company has entered into a new written understanding with Mr. Wojcik to pay him an annual salary of $48,000 which became effective upon the closing of the Transaction. On October 1, 2018, Mr. Wojcik resigned from his position as the Chief Financial Officer of the Company. On October 1, 2018, Mr. Wojcik also entered into an agreement to provide certain advisory services to the Company and Brio at a rate of $60 per hour.

~~Mr. Patrizio~~On ~~entered~~October ~~into an employment agreement with the Company immediately following the Closing, effective January~~ 1, 2018, ~~which~~Jonathan ~~provides for a five-year term, subject to renewal~~R. ~~Mr.~~Tegge ~~Patrizio’s~~was ~~base~~appointed ~~salary~~Interim isChief ~~$150,000~~Financial ~~and~~Officer ~~such~~of ~~annual~~the ~~salary~~Company ispursuant ~~subject~~ to aan ~~minimum~~agreement dated 5%September ~~annual~~1, ~~increase~~2018 asbetween ~~well as increases based upon receipt by~~ the Company ofand ~~additional funding~~Brio. ~~Mr.~~Under ~~Patrizio~~the isagreement, ~~entitled~~Brio agreed to ~~an annual~~assist ~~bonus based upon~~ the ~~EBITDA~~Company ~~performance~~in of the ~~Company.~~preparation ~~In addition to reimbursement~~ of ~~business expenses, the agreement~~its ~~provides~~quarterly ~~payment~~and ~~for~~annual ~~monthly~~financial ~~expenses~~statements ~~for car, home office~~ and ~~telecommunications~~related ~~and~~matters ~~other~~at ~~miscellaneous~~a ~~expenses~~fixed ~~incurred~~monthly ~~by Mr.~~rate ~~Patrizio~~ of $35,000 ~~and~~plus ~~provides~~expenses. ~~reimbursement~~As part of ~~his~~this fixed ~~health~~monthly ~~care premium of $2~~rate,~~000~~ ~~respectively.~~Brio ~~Also,~~agreed ~~consistent~~to ~~with~~provide the ~~previous~~ ~~agreement~~Company ~~between~~with ~~Mr.~~an ~~Patrizio~~Interim ~~and~~Chief ~~Arista,~~Financial ~~the~~Officer ~~agreement~~upon ~~for~~request ~~Mr.~~by ~~Patrizio~~the ~~provides~~Company ~~for termination in~~ until the ~~event~~Company ofidentifies a ~~change in~~full ~~control,~~time ~~and~~Chief ~~for~~Financial ~~severance~~Officer. inIn ~~the~~addition, ~~event~~Brio ofmay ~~termination~~provide ~~without~~additional ~~cause,~~services orif ~~for~~requested ~~termination due to~~ by the Company at Brio’s ~~breach. See~~standard ~~Note~~hourly ~~8 of Notes to Financial Statements~~rates.

~~Arista~~The Company ~~had~~has anno ~~oral~~option ~~understanding~~or ~~with~~stock award plan or long-term incentive plan. However, effective January 1, 2018, Mr. Patrizio was granted ~~Wojcik~~options to ~~pay~~purchase ~~him~~300,000 shares of our common stock at an ~~annual~~exercise ~~salary~~price of $~~42,000~~1.00 ~~The~~per ~~Company~~share. ~~has~~These ~~entered~~options ~~into~~will avest ~~new~~annually on ~~written~~a ~~understanding~~pro ~~with~~rata ~~Mr.~~basis ~~Wojcik~~over toa ~~pay him~~three-year anperiod ~~annual~~commencing ~~salary~~January ~~of $48~~1,~~000~~ ~~which~~2019 ~~became~~and ~~effective~~will ~~upon~~expire ~~the~~on ~~closing~~January of1, ~~the Transaction~~2013.

The Company has no ~~option~~plans orthat ~~stock~~provides ~~award plan~~for the payment of retirement benefits, or ~~long-term~~benefits ~~incentive~~that ~~plan~~will be paid primarily following retirement.

~~The~~Other than Mr. Patrizio, the Company has no ~~plans~~ agreement that provides for ~~the~~ payment ofto our executive officers at, following, or in connection with the resignation, retirement ~~benefits~~or other termination, or ~~benefits~~a ~~that~~change ~~will~~in becontrol ~~paid~~of ~~primarily~~Company or a change in our executive officers’ responsibilities following ~~retirement~~a change in control.

14Director Compensation

~~Other than Mr. Patrizio,~~At the ~~Company~~present ~~has no agreement that provides for payment to our executive officer at~~time, ~~following,~~members orof ~~in connection with~~ the ~~resignation, retirement~~board ~~or other termination, or a change in control~~ of ~~Company~~directors orare anot ~~change~~compensated infor ~~our~~their ~~executive~~services ~~officer’s~~to ~~responsibilities~~the ~~following a change in control~~board.

~~Director~~Outstanding Equity ~~Compensation~~Awards at Fiscal Year-End

At December ~~the~~31, ~~present time~~2018, ~~members~~other ofthan the ~~board~~ grant of ~~directors~~options ~~are~~to ~~not~~purchase ~~compensated~~300,000 ~~for~~shares ~~their~~to ~~services~~Mr. Patrizio described above, there were no outstanding equity awards to ~~the~~our ~~board~~executive officers.

~~Outstanding~~Item 12. ~~Equity~~Security ~~Awards~~Ownership atof ~~Fiscal Year-End~~Certain Beneficial Owners and Management and Related Stockholder Matters.

AtThe ~~December~~following ~~31,~~table ~~2017~~sets forth certain information, ~~there~~as ~~were~~of noApril ~~outstanding~~15, ~~equity~~2019, ~~awards~~with respect to the beneficial ownership of our outstanding common stock by: (i) any holder of more than five (5%) percent; (ii) each of our executive officers and directors; and (iii) our directors and executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated. There were 3,498,577 shares of common stock issued and outstanding as of April 15, 2019.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Name and Address of Beneficial Owner, Directors and Officers:	Number of Shares and Nature of Beneficial Ownership			Percentage of Beneficial Ownership (1)
Paul Patrizio		1,850,000	(2)		51.6	%
Kenneth Mathews		197,750	(3)		5.6	%
Jonathan R. Tegge		0	(4)		0	%
Scott Williams		655,369	(5)		17.7	%
Rory Deutsch and Judith Meehan		755,000	(6)		18.6	%
David H. Wollmuth		233,333	(7)		6.4	%
David Callan		323,688	(8)		9.0	%

All executive officers and directors as a group (4 persons)		2,703,119			70.7	%

The following table sets forth certain information, as of April 17, 2018, with respect to the beneficial ownership of our outstanding common stock by: (i) any holder of more than five (5%) percent; (ii) each of our executive officers and directors; and (iii) our directors and executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated. There were 3,148,333 shares of common stock issued and outstanding as of April 17, 2018.14

Name and Address of Beneficial Owner, Directors and Officers:	Number of Shares and Nature of Beneficial Ownership			Percentage of Beneficial Ownership (1)
Paul Patrizio		1,750,000	(2)		55.6	%
Kenneth Mathews		197,750	(3)		6.2	%
Walter A. Wojcik, Jr.		116,250	(4)		3.7	%
Scott Williams		655,369	(5)		19.5	%
Rory Deutsch and Judith Meehan		658,334	(6)		17.9	%
David H. Wollmuth		233,333	(7)		7.0	%
David Callan		323,688	(8)		9.6	%
All executive officers and directors as a group (4 persons)		2,719,369			80.0	%

(1)

Applicable percentage of ownership is based on 3,498,577 shares of common stock outstanding on April 15, 2019. Percentage ownership is determined based on shares owned together with securities exercisable or convertible into shares of common stock within 60 days of April 15, 2019 for each stockholder. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to securities exercisable or convertible into shares of common stock that are currently exercisable or exercisable within 60 days of April 15, 2019 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

In addition to our common stock, we have issued 51 shares of our Series A Super Voting Preferred Stock (the “Series A Preferred”). The Series A Preferred is not entitled to receive any dividends or liquidation preference and is not convertible into shares of our common stock. The holders of the Series A Preferred shall in the aggregate have a voting power equal to 51% of the total votes of all of the outstanding common and preferred stock of the Company entitled to vote. Accordingly, each share of Series A Preferred shall have voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding shares of common stock and preferred stock eligible to vote on a matter (the “Numerator”) divided by (y) 0.49, minus (z) the Numerator. For example, if the total issued and outstanding shares of common stock and preferred stock equal 3,498,628 shares, then the voting rights of one share of the Series A Preferred shall be equal to 71,398 ((3,498,628 x 0.019607) / 0.49) – (3,498,628 x 0.019607).

(12) ~~Applicable~~Includes ~~percentage of ownership is based on 3~~100,~~148,333~~000 shares ofissuable ~~common~~upon ~~stock~~exercise ~~outstanding~~of onoptions ~~April~~granted ~~17,~~to ~~2018~~Mr. ~~Percentage~~Patrizio ~~ownership~~that ishave ~~determined~~vested ~~based on shares owned together with securities exercisable~~ or ~~convertible~~will ~~into~~vest ~~shares of common stock~~ within 60 days. ofIn ~~April 17~~addition, ~~2018 for each stockholder~~Mr. ~~Beneficial~~Patrizio ~~ownership~~has ~~is determined in accordance with the rules of the SEC and generally includes~~ voting ~~or investment~~ power ~~with~~over ~~respect~~1,750,000 ~~to securities. Shares of common stock subject to securities exercisable or convertible into~~ shares of common stock ~~that~~held ~~are~~by ~~currently~~AEP ~~exercisable~~Holdings orLLC, ~~exercisable~~an ~~within~~entity 60solely ~~days~~owned ofby ~~April~~Mr. 17Patrizio’s spouse, ~~2018~~but ~~are~~otherwise ~~deemed~~disclaims tobeneficial beownership ~~beneficially~~thereof. ~~owned~~AEP byHoldings ~~the~~LLC ~~person~~also ~~holding~~owns ~~such~~all ~~securities for the purpose~~ of ~~computing~~ the ~~percentage~~outstanding shares of ~~ownership~~Series ofA ~~such~~Preferred. ~~person~~Accordingly, ~~but are not treated as outstanding for~~ the ~~purpose~~shares of ~~computing~~common ~~the~~stock ~~percentage~~and ~~ownership~~Series ofA ~~any~~Preferred ~~other~~over ~~person~~which Mr. ~~Our~~Patrizio ~~common~~has ~~stock~~voting ispower ~~our~~represent ~~only~~approximately ~~issued~~75.8% ~~and outstanding class~~ of ~~securities~~the ~~eligible~~total tovoting ~~vote~~power.

(23) ~~Mr.~~Includes ~~Patrizio~~28,750 ~~has voting power over these~~ shares ~~but~~issuable ~~disclaims~~upon ~~beneficial~~exercise ~~ownership~~of aswarrants ~~the shares are held by AEP Holdings LLC, an entity solely~~ owned by Mr. ~~Patrizio’s spouse~~Mathews.

(34) ~~Includes~~Mr. 28Tegge is an employee of Brio Financial Group ("Brio") and was designated to act as Arista Financial Corp.'s Interim Chief Financial Officer pursuant to a consulting agreement between Brio and Arista dated as of September 1,~~750~~ 2018. As partial consideration for entering into the consulting agreement, Brio received 144,000 shares ~~issuable~~of Arista's common stock, of which 48,000 vested immediately upon ~~exercise~~signing of ~~warrants~~the ~~owned~~agreement byand 4,000 shares will vest monthly over the following 24 months. Mr. ~~Mathews~~Tegge disclaims beneficial ownership over any shares held by Brio.

(45) Includes 16140,~~250~~152 shares owned by Hawk Opportunity Fund L.P. Scott Williams is only a 3.42% limited partner of Hawk Opportunity Fund LP, but based on his overall control and management of Hawk, the Hawk shares are combined for this presentation. Also includes 141,914 shares and 64,384 shares issuable upon exercise of warrants owned by Mr. ~~Wojcik~~Williams ~~together~~and ~~with~~Hawk ~~his~~Opportunity ~~spouse~~Fund L.P., respectively. The business address of Mr. Williams and Hawk Opportunity Fund LP is 159 North State Street, Newtown, Pennsylvania 18940.

15(6) Includes 405,000 shares issuable upon exercise of warrants and 50,000 shares issuable upon conversion of convertible notes owned by Mr. Deutsch and his spouse Ms. Meehan. The business address of Mr. Deutsch and Ms. Meehan is c/o Wollmuth Maher & Deutsch LLP, 500 Fifth Avenue, New York, New York 10110. Also includes 150,000 shares issuable upon the exercise of warrants and 16,667 shares issuable upon conversion of convertible notes owned by Wollmuth & Co. II LLC, a Delaware limited liability company whose managers are Mr. Deutsch and Mr. Wollmuth. Messrs. Deutsch and Wollmuth disclaim any economic interest in the securities owned by Wollmuth & Co. II LLC.

(5) Includes 140,152 shares owned by Hawk Opportunity Fund L.P. Scott Williams is only a 3.42% limited partner of Hawk Opportunity Fund LP, but based on his overall control and management of Hawk, the Hawk shares are combined for this presentation. Also includes 141,914 shares and 64,384 shares issuable upon exercise of warrants owned by Mr. Williams and Hawk Opportunity Fund L.P., respectively. The business address of Mr. Williams and Hawk Opportunity Fund LP is 159 North State Street, Newtown, Pennsylvania 18940.15

(67) Includes 325,000 shares issuable upon exercise of warrants and 33,333 shares issuable upon conversion of convertible notes owned by Mr. Deutsch and his spouse Ms. Meehan. The business address of Mr. Deutsch and Ms. Meehan is c/o Wollmuth Maher & Deutsch LLP, 500 Fifth Avenue, New York, New York 10110. Also includes 150,000 shares issuable upon ~~the~~ exercise of warrants and 16,667 shares issuable upon conversion of convertible notes owned by Wollmuth & Co. II LLC, a Delaware limited liability company whose managers are Mr. Deutsch and Mr. Wollmuth. Messrs. Deutsch and Wollmuth disclaim any economic interest in the securities owned by Wollmuth & Co. II LLC. The business address of Mr. Wollmuth and Wollmuth & Co. II LLC is c/o Wollmuth Maher & Deutsch LLP, 500 Fifth Avenue, New York 10110.

(78) Includes ~~150~~140,~~000~~152 shares ~~issuable~~owned ~~upon~~by ~~exercise~~Hawk ofOpportunity ~~warrants~~Fund ~~and~~L.P. ~~16,667~~David ~~shares~~Callan ~~issuable~~is ~~upon~~only ~~conversion~~a ~~of convertible notes owned by Wollmuth & Co~~14.06% ~~II LLC, a Delaware~~ limited ~~liability~~partner ~~company~~of ~~whose~~Hawk ~~managers~~Opportunity ~~are~~Fund ~~Mr.~~LP, ~~Deutsch~~but ~~and~~based ~~Mr.~~on ~~Wollmuth.~~his ~~Messrs.~~overall ~~Deutsch~~control and ~~Wollmuth~~management ~~disclaim~~of ~~any~~Hawk, ~~economic interest in~~ the ~~securities~~Hawk ~~owned~~shares byare ~~Wollmuth~~combined &for ~~Co.~~this ~~II LLC~~presentation. ~~The~~Also ~~business~~includes ~~address~~37,507 ofshares ~~Mr. Wollmuth~~ and ~~Wollmuth~~64,384 &shares ~~Co.~~issuable IIupon ~~LLC~~exercise isof ~~c/o~~warrants ~~Wollmuth~~owned ~~Maher~~by &Mr. ~~Deutsch~~Williams ~~LLP,~~and ~~500~~Hawk ~~Fifth~~Opportunity ~~Avenue~~Fund L.P., ~~New York 10110~~respectively.

~~(8) Includes 140,152 shares owned by Hawk Opportunity Fund L~~Item 13.P. ~~David~~Certain ~~Callan~~Relationships ~~is only a 14.06% limited partner of Hawk Opportunity Fund LP, but based on his overall control~~ and ~~management~~Related ~~of Hawk~~Transactions, ~~the Hawk shares are combined for this presentation. Also includes 37,507 shares~~ and ~~64,384~~Director ~~shares issuable upon exercise of warrants owned by Mr. Williams and Hawk Opportunity Fund L.P., respectively.~~Independence

~~Item~~Except as ~~13.~~set ~~Certain~~forth ~~Relationships~~below, ~~and~~none ~~Related~~of ~~Transactions~~the following persons has any direct or indirect material interest in any transaction to which we were or are a party since the beginning of our last fiscal year, ~~and~~or ~~Director~~in ~~Independence~~any proposed transaction to which we propose to be a party:

~~Except~~(A) ~~as set forth below, none of the following persons has~~ any ~~direct or indirect material interest in any transaction to which we were or are a party since the beginning~~ of our ~~last~~directors ~~fiscal year,~~ or inexecutive ~~any proposed transaction to which we propose to be a party:~~officers;

(AB) any ofnominee ~~our~~for ~~directors~~election oras ~~executive~~one ~~officers~~of our directors;

(BC) any ~~nominee~~person ~~for~~who ~~election~~is asknown ~~one~~by us to beneficially own, directly or indirectly, shares carrying more than 5% of the voting rights attached to our ~~directors~~common stock; or

(CD) any ~~person~~member ~~who~~of isthe ~~known~~immediate byfamily us(including tospouse, ~~beneficially own~~parents, ~~directly or indirectly~~children, ~~shares~~siblings ~~carrying~~and ~~more~~in-laws) ~~than~~of 5%any of the ~~voting~~foregoing ~~rights~~persons ~~attached~~named toin ~~our~~paragraph ~~common~~(A), ~~stock;~~(B) or (C) above

~~(D)~~Arista subleases ~~any member of the immediate family (including spouse~~1,000 ~~parents,~~square ~~children,~~feet ~~siblings~~of ~~and~~office ~~in-laws)~~space offor ~~any~~$750 ofon ~~the~~a ~~foregoing~~month ~~persons~~to ~~named~~month inbasis ~~paragraph~~from ~~(A)~~Cambridge Capital, ~~(B)~~a orcompany ~~(C)~~owned ~~above~~by Mr. Mathews.

Mr. Patrizio is Of Counsel to the law firm of Wollmuth Maher & Deutsch LLP, which has acted as counsel to Arista ~~subleases~~prior 1to the Closing and now acts as counsel to the Company. In addition,~~000~~ David H. Wollmuth and Rory M. Deutsch, partners in Wollmuth Maher ~~square~~& ~~feet~~Deutsch ofLLP, ~~office~~beneficially ~~space~~own ~~for~~approximately ~~$750~~6.4% onand a18.6%, ~~month~~respectively, toof ~~month~~the ~~basis~~Company. ~~from~~At ~~Cambridge~~December ~~Capital~~31, a2018, ~~company~~billed ~~owned~~and unbilled legal fees owed to Wollmuth Maher & Deutsch LLP by ~~Mr.~~the ~~Mathews~~Company were approximately $177,271.

~~Mr. Patrizio is Of Counsel to the law firm of Wollmuth Maher & Deutsch LLP~~Review, ~~which has acted as counsel to Arista prior to the Closing and now~~ ~~acts~~Approval asor ~~counsel~~Ratification ~~to the Company. In addition, David H. Wollmuth and Rory M. Deutsch, partners in Wollmuth Maher & Deutsch LLP, beneficially own approximately 7.0% and 17.9%, respectively,~~ of ~~the~~Transactions ~~Company.~~with AtRelated ~~December 31, 2017, billed and unbilled legal fees owed to Wollmuth Maher & Deutsch LLP by the Company were approximately $53,016.50.~~Persons

~~Review, Approval~~We orare ~~Ratification~~a smaller reporting company (as defined in Rule 12b-2 under the Securities Exchange Act of ~~Transactions~~1934) ~~with~~and ~~Related~~are ~~Persons~~not required to provide the information under this item.

~~We are a smaller reporting company (as defined in Rule 12b-2 under the Securities Exchange Act of 1934) and are not required to provide the information under this item.~~16

16Director Independence

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The NASDAQ definition of “Independent Director” ~~Independence~~means a person other than an executive officer or employee or any other individual having a relationship, which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. According to this definition, Mr. Mathews and Mr. Williams are independent directors.

~~For purposes of determining director independence,~~Item ~~we have applied the definitions set out in NASDAQ Rule 5605(a)(2)~~14. ~~The~~Principal ~~NASDAQ~~Accounting ~~definition~~Fees of “Independent Director” means a person other than an executive officer or employee or any other individual having a relationship, which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. According to this definition, Mr. Mathews and ~~Mr. Williams are independent directors.~~Services

~~Item 14. Principal Accounting~~ Audit Fees ~~and Services~~

~~Audit~~For the ~~Fees~~years ended December 31, 2018 and 2017, the Company was billed $49,085 and $31,722, respectively, for professional services rendered for the audit and reviews of our financial statements by Ciro E. Adams, CPA, LLC.

~~For the years ended~~Audit ~~December~~Related ~~31, 2017 and 2016, the Company was billed $31,722 and $0, respectively, for professional services rendered for the audit and reviews of our financial statements by Ciro E. Adams, CPA, LLC.~~Fees

~~Audit~~The Company ~~Related~~did ~~Fees~~not incur any audit related fees for the years ended December 31, 2018 or 2017.

~~The Company did not~~Tax ~~incur any audit related fees for the year ended December 31, 2017 or the fiscal year ended June 30, 2017.~~Fees

~~Tax~~For the ~~Fees~~years ended December 31, 2018 and 2017, the Company was not billed for professional services rendered for tax compliance, tax advice, and tax planning.

~~For the Company’s~~All ~~year~~Other ~~ended December 31, 2017 or the fiscal year ended June 30, 2017, the Company was not billed for professional services rendered for tax compliance, tax advice, and tax planning.~~Fees

~~All~~The Company ~~Other~~did ~~Fees~~not incur any other fees, other than the fees discussed above, for services related to our audit for the years ended December 31, 2018 or 2017.

~~The Company did not~~Pre-Approval ~~incur~~of ~~any other fees, other than the fees discussed above, for services related to our audit for the year ended December 31, 2017 or the fiscal year ended June 30, 2017.~~Services

~~Pre-Approval~~We do not have an audit committee. As a result, our Board of ~~Services~~Directors performs the duties of an audit committee. Our Board of Directors evaluates and approves in advance the scope and cost of the engagement of an auditor before the auditor renders the audit and non-audit services. We do not rely on pre-approval policies and procedures.

We do not have an audit committee. As a result, our Board of Directors performs the duties of an audit committee. Our Board of Directors evaluates and approves in advance the scope and cost of the engagement of an auditor before the auditor renders the audit and non-audit services. We do not rely on pre-approval policies and procedures.17

17PART IV

Item 15. Exhibits, Financial Statement Schedules

Exhibits:

The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Report.

(b)

The following are exhibits to this Report and, if incorporated by reference, we have indicated the document previously filed with the SEC in which the exhibit was included.

2.1		Share Exchange Agreement between Praco Corporation, Arista Capital Ltd. and the Arista Shareholders, dated April 19, 2017 (1)
2.2		First Addendum to the Share Exchange Agreement, dated July 18, 2017 (2)
3.1		Articles of Incorporation *(3)
3.2		By-Laws (3)
4.1		Form of Arista Financial Corp. Convertible Note *
3.3		Certificate of Designations for the Series A Super Voting Preferred Stock (3)
4.2		Form of Arista Financial Corp. Warrant *
4.1		Form of Arista Financial Corp. Convertible Note (4)
10.1		Purchase and Service Agreement between Arista and BCL-Equipment Leasing LLC dated as of September 14, 2016 (4)
4.2		Form of Arista Financial Corp. Warrant (4)
10.2		Purchase and Service Agreement between Arista and BCL-Equipment Leasing LLC dated as of September 30, 2017 (4)
4.3		Convertible Promissory Note dated September 7, 2018 issued to FirstFire Global Opportunities Fund LLC (5)
10.3		Employment Agreement between Registrant and Paul Patrizio, dated as of December 14, 2017 (4)
4.4		Warrant dated September 7, 2018 issued to FirstFire Global Opportunities Fund LLC (5)
4.5		Convertible Promissory Note dated December 3, 2018 issued to Crown Bridge Partners, LLC (6)
4.6		Warrant dated December 3, 2018 issued to Crown Bridge Partners, LLC (6)
4.7		12% Convertible Note dated January 28, 2019 issued to EMA Financial, LLC (7)
4.8		Warrant dated January 28, 2019 issued to EMA Financial, LLC (7)
4.9		12% Convertible Note dated February 11, 2019 issued to Jefferson Street Capital, LLC (8)
4.10		Warrant dated February 11, 2019 issued to Jefferson Street Capital, LLC (8)
4.11		Convertible Promissory Note dated March 28, 2019 issued to Power Up Lending Group Ltd. (9)
4.12		Warrant dated March 28, 2019 issued to Power Up Lending Group Ltd. (9)
10.1		Purchase and Service Agreement between Arista and BCL-Equipment Leasing LLC dated as of September 14, 2016 (10)
10.2		Purchase and Service Agreement between Arista and BCL-Equipment Leasing LLC dated as of September 30, 2017 (10)
10.3		Employment Agreement between Registrant and Paul Patrizio, dated as of December 14, 2017 (10)
10.4		Investment Agreement dated as of July 19, 2018 between Arista Financial Corp. and Northbridge Financial Inc. (11)
10.5		Registration Rights Agreement dated as of July 19, 2018 between Arista Financial Corp. and Northbridge Financial Inc. (11)
10.6		Securities Purchase Agreement dated as of September 7, 2018 between Arista Financial Corp. and FirstFire Global Opportunities Fund LLC (5)
10.7		Securities Purchase Agreement dated as of December 3, 2018 between Arista Financial Corp. and Crown Bridge Partners, LLC (6)
10.8		Securities Purchase Agreement dated as of January 28, 2019 between Arista Financial Corp. and EMA Financial, LLC (7)
10.9		Securities Purchase Agreement dated as of February 11, 2019 between Arista Financial Corp. and Jefferson Street Capital, LLC (8)
10.10		Securities Purchase Agreement dated as of March 28, 2019 between Arista Financial Corp. and Power Up Lending Group Ltd. (9)
21.1		Subsidiaries of Registrant *
23.1		Consent of Ciro E. Adams, CPA, LLC *
31.1		Certification of Principal Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
31.2		Certification of Principal Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
32.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
32.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Schema
101.CAL*		XBRL Taxonomy Calculation Linkbase
101.DEF*		XBRL Taxonomy Definition Linkbase
101.LAB*		XBRL Taxonomy Label Linkbase
101.PRE*		XBRL Taxonomy Presentation Linkbase

(1)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 25, 2017.
(2)	Incorporated by reference to the Company’s Annual Report on Form 10-K filed with the SEC on August 24, 2017.
(3)	Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-169802) filed with the SEC on October 7, 2010.
(4)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 20, 2017.

* Filed herewith.

32.1		Certifications of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *

101.INS*		XBRL Instance Document

101.SCH*		XBRL Taxonomy Schema

101.CAL*		XBRL Taxonomy Calculation Linkbase

101.DEF*		XBRL Taxonomy Definition Linkbase

101.LAB*		XBRL Taxonomy Label Linkbase

101.PRE*		XBRL Taxonomy Presentation Linkbase

18(1) Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 25, 2017.

~~SIGNATURES~~(2) Incorporated by reference to the Company’s Annual Report on Form 10-K filed with the SEC on August 24, 2017.

~~Pursuant to the requirements of Section 13 or 15~~(d3) ofIncorporated ~~the~~by ~~Securities~~reference ~~Exchange~~to ~~Act of 1934,~~ the ~~registrant~~Company’s ~~has~~Current ~~duly~~Report ~~caused~~on ~~this~~Form ~~report~~8-K tofiled bewith ~~signed~~the SEC on ~~its~~September ~~behalf by the undersigned~~6, ~~thereunto duly authorized~~2018.

~~Date:~~(4) Incorporated by reference to the Company’s Annual Report on Form 10-K filed with the SEC on April 17, 2018.

~~ARISTA~~(5) ~~FINANCIAL~~Incorporated ~~CORP.~~by /reference to the Company’s/ ~~Paul~~Current ~~Patrizio~~Report ~~Name:~~on ~~Paul~~Form ~~Patrizio~~8-K ~~Chief~~filed ~~Executive~~with ~~Officer~~the ~~(Principal~~SEC ~~Executive~~on ~~Officer)~~September 13, 2018.

~~Pursuant~~(6) toIncorporated ~~the~~by ~~requirements~~reference ofto the ~~Securities Exchange~~Company’s ~~Act~~Current ofReport ~~1934, this report has been signed below by the following persons~~ on ~~behalf~~Form of8-K ~~the~~filed ~~registrant~~with ~~and in~~ the ~~capacities and~~SEC on ~~the~~December ~~dates~~10, ~~indicated~~2018.

Signature	Title	Date
/s/ Paul Patrizio	Chairman, Chief Executive Officer and Director	April 17, 2018
Paul Patrizio	(Principal Executive Officer)
/s/ Kenneth Mathews	Vice Chairman, Secretary and Treasurer, Director	April 17, 2018
Kenneth Mathews
/s/ R. Scott Williams	Director	April 17, 2018
R. Scott Williams
/s/ Walter A. Wojcik, Jr.	Chief Financial Officer	April 17, 2018
Walter A. Wojcik, Jr.	(Principal Financial and Accounting Officer)

(7)

Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 1, 2019.

19(8) Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2019.

~~ARISTA~~(9) ~~FINANCIAL~~Incorporated ~~CORP.~~by ~~AND~~reference ~~SUBSIDIARY~~to the Company’s Current Report on Form 8-K filed with the SEC on April 2, 2019.

~~INDEX~~(10) TOIncorporated ~~CONSOLIDATED~~by ~~FINANCIAL~~reference ~~STATEMENTS~~to the Company’s Current Report on Form 8-K filed with the SEC on December 20, 2017.

~~December~~(11) ~~31,~~Incorporated ~~2017~~by ~~and~~reference ~~2016~~to the Company’s Current Report on Form 8-K filed with the SEC on July 25, 2018.

~~CONTENTS~~* Filed herewith.

Report of Independent Registered Public Accounting Firm	F-2
Consolidated Financial Statements:
Consolidated Balance Sheets - As of December 31, 2017 and 2016	F-3
Consolidated Statements of Operations - For the Years Ended December 31, 2017 and 2016	F-4
Consolidated Statements of Changes in Stockholders’ Deficit - For the Years Ended December 31, 2017 and 2016	F-5
Consolidated Statements of Cash Flows – For the Years Ended December 31, 2017 and 2016	F-6
Notes to Consolidated Financial Statements	F-7 to F-20

~~F-1~~SIGNATURES

~~REPORT~~Pursuant to OFthe ~~INDEPENDENT~~requirements ~~REGISTERED~~of ~~PUBLIC~~Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report ~~ACCOUNTING~~to ~~FIRM~~be signed on its behalf by the undersigned, thereunto duly authorized.

ToDate: April ~~the~~15, ~~Board of Directors and~~2019

~~Stockholders~~ARISTA ofFINANCIAL ~~Arista~~CORP. ~~Financial~~/s/ ~~Corp.~~Paul Patrizio Name: Paul Patrizio Chief Executive Officer (Principal Executive Officer)

~~Short~~Pursuant to ~~Hills~~the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf NJof ~~07078~~the registrant and in the capacities and on the dates indicated.

Opinion on the Financial Statements

Signature	Title	Date

/s/ Paul Patrizio	Chairman, Chief Executive Officer and Director	April 15, 2019
Paul Patrizio	(Principal Executive Officer)

/s/ Kenneth Mathews	Vice Chairman, Secretary and Treasurer, Director	April 15, 2019
Kenneth Mathews

/s/ R. Scott Williams	Director	April 15, 2019
R. Scott Williams

/s/ Jonathan R. Tegge	Interim Chief Financial Officer	April 15, 2019
Jonathan R. Tegge	(Principal Financial and Accounting Officer)

We have audited the accompanying consolidated balance sheets of Arista Financial Corp. (the Company) as of December 31, 2017 and 2016, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2017, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.20

~~The accompanying consolidated financial statements have been prepared~~ARISTA ~~assuming~~FINANCIAL ~~that the Company will continue as a going concern~~CORP. AsAND discussed in Note 2 to the financial statements, the Company has recurring net losses from operations and a stockholders’ deficit that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.SUBSIDIARY

~~Basis~~INDEX TO ~~for~~CONSOLIDATED ~~Opinion~~FINANCIAL STATEMENTS

~~These financial statements are the responsibility~~December of31, ~~the~~2018 Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.2017

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.CONTENTS

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Report of Independent Registered Public Accounting Firm	F-2

Consolidated Financial Statements:

Consolidated Balance Sheets - As of December 31, 2018 and 2017	F-3

Consolidated Statements of Operations - For the Years Ended December 31, 2018 and 2017	F-4

Consolidated Statements of Changes in Stockholders’ Deficit - For the Years Ended December 31, 2018 and 2017	F-5

Consolidated Statements of Cash Flows – For the Years Ended December 31, 2018 and 2017	F-6

Notes to Consolidated Financial Statements	F-7 to F-23

~~/s/ Ciro E. Adams, CPA, LLC~~F-1

~~Ciro~~56 ERockford Rd. ~~Adams~~IWilmington, DE ~~CPA,~~1 ~~LLC~~9806 - 1004

~~Wilmington,~~REPORT DEOF ~~19806-1004~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~April~~To ~~17,~~the ~~2018~~Board of Directors and

WeStockholders ~~have~~of ~~served~~Arista asFinancial ~~the Company’s auditor since 2017~~Corp.

~~F-2~~Short Hills, NJ 07078

~~ARISTA~~Opinion ~~FINANCIAL~~on ~~CORP.~~the ~~AND~~Financial ~~SUBSIDIARY~~Statements

~~CONSOLIDATED~~We ~~BALANCE~~have ~~SHEETS~~audited the accompanying consolidated balance sheets of Arista Financial Corp. (the Company) as of December 31, 2018 and 2017, and the related consolidated statements of operations, changes in stockholders' deficit, and cash flows for each of the years in the two-year period ended December 31, 2018, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

	December 31,			December 31,
	2017			2016
ASSETS
CURRENT ASSETS:
Cash	$	728		$	91,687
Financing leases receivable, net		33,125			80,443
Due from lease service provider		6,755			-
Accrued interest receivable		1,026			4,201
Prepaid expenses		780			549
Subscription receivable		50,000			-
Equipment held for sale		15,000			2,700
Total Current Assets		107,414			179,580
LONG-TERM ASSETS:
Financing leases receivable, net		19,760			63,131
Property and equipment, net		-			200
Total Long-term Assets		19,760			63,331
Total Assets	$	127,174		$	242,911
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Notes payable - related parties, net	$	35,284		$	-
Note payable - net		34,109			-
Accounts payable		81,266			1,000
Accrued interest payable		11,102			9,578
Accrued interest payable - related parties		186			756
Due to related party		15,000			-
Accrued expenses		43,542			5,480
Total Current Liabilities		220,489			16,814
LONG-TERM LIABILITIES:
Convertible notes payable, net		306,516			296,522
Convertible notes payable - related parties, net		-			29,009
Total Long-term Liabilities		306,516			325,531
Total Liabilities		527,005			342,345
Commitments and Contingencies (See Note 8)
STOCKHOLDERS’ DEFICIT:
Preferred stock, $.0001 par value, 5,000,000 shares authorized; No shares issued and outstanding at December 31, 2017 and 2016		-			-
Common stock: $.0001 par value, 100,000,000 shares authorized; 3,088,333 and 2,084,000 shares issued and outstanding at December 31, 2017 and 2016		309			208
Additional paid-in capital		534,353			275,445
Accumulated deficit		(934,493	)		(375,087	)
Total Stockholders’ Deficit		(399,831	)		(99,434	)
Total Liabilities and Stockholders’ Deficit	$	127,174		$	242,911

Going Concern

~~See~~The accompanying ~~notes~~consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has recurring net losses from operations and a stockholders' deficit that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~F-3~~Basis for Opinion

~~ARISTA~~These ~~FINANCIAL~~financial ~~CORP~~statements are the responsibility of the Company's management. ~~AND~~Our ~~SUBSIDIARY~~responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~CONSOLIDATED~~We ~~STATEMENTS~~conducted OFour ~~OPERATIONS~~audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

	For the Years Ended
	December 31,
	2017			2016
REVENUES:
Interest on lease financings	$	28,806		$	13,278
Other fee income		-			750
Total revenues		28,806			14,028
OPERATING EXPENSES:
Compensation and benefits		224,041			104,180
Professional fees		134,139			16,028
Provision for lease losses		53,975			79,000
General and administrative expenses		25,015			13,538
Total operating expenses		437,170			212,746
LOSS FROM OPERATIONS		(408,364	)		(198,718	)
OTHER EXPENSES:
Interest expense		146,283			47,302
Interest expense - related parties		4,759			3,764
Total other expenses		151,042			51,066
LOSS BEFORE INCOME TAXES		(559,406	)		(249,784	)
PROVISION FOR INCOME TAXES		-			-
NET LOSS	$	(559,406	)	$	(249,784	)
NET LOSS PER COMMON SHARE:
Basic and Diluted	$	(0.26	)	$	(0.12	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic and Diluted		2,130,777			2,000,230

~~See~~/s/ ~~accompanying~~Ciro ~~notes~~E. toAdams, ~~consolidated financial~~CPA, ~~statements.~~LLC

~~F-4~~Ciro E. Adams, CPA, LLC

~~ARISTA~~Wilmington, ~~FINANCIAL~~DE ~~CORP. AND SUBSIDIARY~~19806-1004

~~CONSOLIDATED~~April ~~STATEMENTS~~15, ~~OF CHANGES IN STOCKHOLDERS’ DEFICIT~~2019

~~FOR~~We ~~THE~~have ~~YEARS~~served ~~ENDED~~as ~~DECEMBER~~the ~~31, 2017~~Company's ~~AND~~auditor ~~2016~~since 2017.

	Preferred Stock				Common Stock				Additional Paid-in			Accumulated			Total Stockholders’
	# of Shares		Amount		# of Shares		Amount		Capital			Deficit			Deficit
Balance, December 31, 2015		-	$	-		2,000,000	$	200	$	85,606		$	(125,303	)	$	(39,497	)
Common stock issued for services		-		-		84,000		8		20,992			-			21,000
Contributed services		-		-		-		-		14,663			-			14,663
Warrants issued in connection with convertible notes		-		-		-		-		154,184			-			154,184
Net loss		-		-		-		-		-			(249,784	)		(249,784	)
Balance, December 31, 2016		-		-		2,084,000		208		275,445			(375,087	)		(99,434	)
Shares issued in recapitalization		-		-		617,667		62		(97,562	)		-			(97,500	)
Shares issued upon conversion of debt		-		-		386,666		39		259,961			-			260,000
Warrants issued in connection with convertible notes and related party notes		-		-		-		-		96,509			-			96,509
Net loss		-		-		-		-		-			(559,406	)		(559,406	)
Balance, December 31, 2017		-	$	-		3,088,333	$	309	$	534,353		$	(934,493	)	$	(399,831	)

F-2

~~See~~ARISTA ~~accompanying~~FINANCIAL ~~notes~~CORP. ~~to consolidated financial~~AND ~~statements.~~SUBSIDIARY

~~F-5~~CONSOLIDATED BALANCE SHEETS

ARISTA FINANCIAL CORP. AND SUBSIDIARY

	December 31,			December 31,
	2018			2017
ASSETS
CURRENT ASSETS:
Cash		10,357			728
Financing leases receivable, net		61,655			33,125
Due from lease service provider		6,306			6,755
Accrued interest receivable		-			1,026
Prepaid expenses		1,721			780
Subscription receivable		-			50,000
Equipment held for sale		-			15,000

Total Current Assets		80,039			107,414

LONG-TERM ASSETS:
Financing leases receivable, net		16,431			19,760

Total Long-term Assets		16,431			19,760

Total Assets		96,470			127,174

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES:
Notes payable - related parties, net		12,500			35,284
Note payable - net		-			34,109
Accounts payable		204,590			81,266
Line of credit - related party		70,000			-
Accrued interest payable		13,167			11,102
Accrued interest payable - related parties		3,113			186
Due to related party		-			15,000
Convertible notes payable, net		-			-
Accrued expenses		153,448			43,542

Total Current Liabilities		456,818			220,489

LONG-TERM LIABILITIES:
Convertible notes payable, net		479,174			306,516

Total Long-term Liabilities		479,174			306,516

Total Liabilities		935,992			527,005

Redeemable Series A Preferred stock, $0.0001 par value; 51 shares authorized 51 and 0 shares issued and outstanding as of December 31, 2018 and 2017, respectively		51,000			-

Commitments and Contingencies (See Note 8)

STOCKHOLDERS’ DEFICIT:
Preferred stock, $0.0001 par value, 10,000,000 shares authorized;

Common stock: $0.0001 par value, 200,000,000 shares authorized; 3,433,083 and 3,088,333 shares issued and outstanding at December 31, 2018 and 2017		343			309
Additional paid-in capital		1,208,320			534,353
Accumulated deficit		(2,099,185	)		(934,493	)

Total Stockholders’ Deficit		(890,522	)		(399,831	)

Total Liabilities and Stockholders’ Deficit		96,470			127,174

~~CONSOLIDATED~~See ~~STATEMENTS~~accompanying OFnotes ~~CASH~~to ~~FLOWS~~consolidated financial statements.

	For the Years Ended
	December 31,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(559,406	)	$	(249,784	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense		200			200
Stock-based compensation		-			21,000
Contributed services		-			14,663
Amortization of debt discount to interest expense		106,872			25,769
Bad debt expense		53,975			79,000
Change in operating assets and liabilities:
Financing leases receivable		54,635			13,957
Due from lease service provider		(6,755	)		-
Accrued interest receivable		3,175			(4,201	)
Prepaid expenses		(231	)		(299	)
Accounts payable		80,281			500
Accrued interest payable		1,524			8,824
Accrued interest payable - related parties		(570	)		2
Accrued expenses		5,141			5,450
NET CASH USED IN OPERATING ACTIVITIES		(261,159	)		(84,919	)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of equipment held for sale		2,700			-
Cash paid for recapitalization		(97,500	)		-
Acquisition of financing leases receivable		-			(234,563	)
NET CASH USED IN INVESTING ACTIVITIES		(94,800	)		(234,563	)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances received from related party		15,000			-
Proceeds from notes payable - related parties		50,000			-
Proceeds from convertible notes		200,000			400,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		265,000			400,000
NET (DECREASE) INCREASE IN CASH		(90,959	)		80,518
CASH, beginning of year		91,687			11,169
CASH, end of year	$	728		$	91,687
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid	$	33,145		$	16,470
Income taxes paid	$	-		$	-
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Acquisition for financing leases receivable for accrued expense	$	32,921		$	-
Increase in debt discount for warrants	$	96,494		$	154,184
Conversion of debt in connection with recapitalization	$	260,000		$	-
Financing lease receivable reclassified to equipment held for sale	$	15,000		$	-
Increase in subscription receivable and note payable	$	50,000		$	-
Shares issued for recapitalization	$	401,484		$	-

F-3

~~See~~ARISTA ~~accompanying~~FINANCIAL ~~notes~~CORP. ~~to consolidated financial~~AND ~~statements.~~SUBSIDIARY

~~F-6~~CONSOLIDATED STATEMENTS OF OPERATIONS

ARISTA FINANCIAL CORP. AND SUBSIDIARY

	For the Years Ended
	December 31,
	2018			2017

REVENUES:
Interest on lease financings	$	13,948		$	28,806

Total revenues		13,948			28,806

OPERATING EXPENSES:
Compensation and benefits		519,487			224,041
Professional fees		443,576			134,139
Provision for lease losses		(14,084	)		53,975
General and administrative expenses		56,012			25,015

Total operating expenses		1,004,991			437,170

LOSS FROM OPERATIONS		(991,043	)		(408,364	)

OTHER (INCOME) EXPENSES:
Interest expense		151,551			146,283
Interest expense - related parties		23,703			4,759
Gain on sale of equipment		(1,605	)		-

Total other expenses		173,649			151,042

LOSS BEFORE INCOME TAXES		(1,164,692	)		(559,406	)

PROVISION FOR INCOME TAXES		-			-

NET LOSS	$	(1,164,692	)	$	(559,406	)

NET LOSS PER COMMON SHARE:
Basic and Diluted	$	(0.33	)	$	(0.26	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic and Diluted		3,510,645			2,130,777

~~NOTES~~See TOaccompanying ~~CONSOLIDATED~~notes to consolidated ~~FINANCIAL~~financial ~~STATEMENTS~~statements.

~~DECEMBER 31, 2017 AND 2016~~F-4

~~NOTE~~ARISTA 1FINANCIAL –CORP. ~~ORGANIZATION~~ AND ~~NATURE OF OPERATIONS~~ SUBSIDIARY

~~Organization~~CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

~~Arista~~FOR ~~Financial~~THE ~~Corp.~~YEARS ~~(the~~ENDED ~~“Company”)~~DECEMBER ~~was incorporated in Nevada on December 15~~31, 2009. Effective February 21, 2012, the Company filed with the State of Nevada a Certificate of Amendment to the Articles of Incorporation changing the Company’s name from Hunt for Travel, Inc. to Praco Corporation (“Praco”) and on January 2, 2018, ~~the~~AND ~~Company changed its name to Arista Financial Corp.~~2017

On April 19, 2017, the Company entered into the Share Exchange Agreement with Arista Capital Ltd. (“Arista Capital”) and the Arista Capital Shareholders (the “Share Exchange Agreement”) pursuant to which the Company agreed, subject to the terms and conditions in the Share Exchange Agreement, to exchange newly issued shares of the Company for shares of Arista Capital held by the Arista Capital Shareholders, with Arista Capital becoming a wholly-owned subsidiary of the Company (the “Transaction”). The closing of the Transaction (the “Closing”) was to take place sixty days after the execution of this Agreement. On July 18, 2017, the parties entered into the First Addendum to the Share Exchange Agreement, pursuant to which the closing date for the Transaction was scheduled for September 15, 2017. In connection with this First Addendum, Arista Capital paid the Company a $15,000 non-refundable deposit, and had the right to extend the closing date in intervals of thirty days upon payment of an additional non-refundable deposit of $10,000 for each requested extension interval. In November 2017, Arista Capital paid the Company an additional $10,000 non-refundable deposit. The Closing occurred on December 14, 2017. At Closing, Arista Capital paid the Company $72,500 which was used to pay all remaining outstanding liabilities of Praco.

	Preferred Stock				Common Stock				Additional Paid-in			Accumulated			Total Stockholders’
	# of Shares		Amount		# of Shares		Amount		Capital			Deficit			Deficit

Balance, December 31, 2016		-	$	-		2,084,000	$	208	$	275,445		$	(375,087	)	$	(99,434	)

Shares issued in recapitalization		-		-		617,667		62		(97,562	)		-			(97,500	)

Shares issued upon conversion of debt		-		-		386,666		39		259,961			-			260,000

Warrants issued in connection with convertible notes and related party notes		-		-		-		-		96,509			-			96,509

Net loss		-		-		-		-		-			(559,406	)		(559,406	)

Balance, December 31, 2017		-		-		3,088,333		309		534,353			(934,493	)		(399,831	)

Shares issued for services		-		-		211,000		21		453,826			-			453,847

Shares issued upon conversion of debt		-		-		113,750		11		90,534			-			90,545

Warrants issued in connection with convertible note		-		-		-		-		74,609			-			74,609

Common stock issued in connection with convertible note		-		-		20,000		2		27,998			-			28,000

Beneficial conversion feature on convertible notes		-		-		-		-		27,000			-			27,000

Net loss		-		-		-		-		-			(1,164,692	)		(1,164,692	)

Balance, December 31, 2018		-	$	-		3,433,083	$	343	$	1,208,320		$	(2,099,185	)	$	(890,522	)

~~Prior~~See toaccompanying ~~Closing,~~notes ~~the Company restructured its equity ownership via a reverse stock split at a ratio of 13.2~~ to ~~1 which reduced the number of shares of common stock outstanding~~consolidated tofinancial ~~522,558 shares followed by the issuance of an additional 95,109 shares to certain Praco Shareholders so that there were 617,667 shares outstanding immediately prior to the Closing~~statements. On the date of the Exchange Agreement, the fair value of the 617,667 shares retained by Praco shareholders was approximately $401,000, or $0.65 per common share, based on the quoted closing price of the Company common shares. Therefore, the Praco shareholders received aggregate consideration for the acquisition of $498,500. At Closing, the Company exchanged two shares of its common stock for each outstanding share of Arista common stock. This resulted in the issuance at Closing of an additional 2,470,666 shares of common stock which consisted of 2,084,000 common shares issued to Arista Shareholders and 386,666 common shares issued to certain Arista Capital noteholders upon the conversion of convertible notes payable. Accordingly, Arista Capital Shareholders owned in the aggregate approximately 80% of the outstanding common stock of the Company, with the Praco Shareholders owning the remaining approximately 20% of the Company and Arista Capital became a wholly-owned subsidiary of the Company. At the time of the closing, under the Exchange Agreement, the Company, then known as Praco Corporation, was not engaged in any business activity and was considered a shell.

~~Also, at Closing, the Praco Shareholders were issued warrants for 283,749 common shares on a pro~~F-rata basis exercisable at $2.00 per share and subject to the same terms and conditions as the warrants currently held by the Arista warrant holders except without a cashless exercise option. On the date of the Exchange Agreement, the Company calculated the fair value of the 283,749 warrants using the Black-Sholes option pricing method. The fair value of the warrants was approximately $108,000. In addition, immediately following the Closing, the Company exchanged each outstanding Arista warrant for new warrants issued by the Company entitling the holder to purchase an equal number of shares of the Company’s common stock as the number of Arista shares they were entitled to purchase upon exercise, subject to the same terms and conditions as the Arista Capital warrants except without a cashless exercise option. Also, at Closing, the Company exchanged each outstanding Arista Capital convertible note into a convertible note issued by the Company convertible into an equal amount of shares of the Company’s common stock as the number of Arista Capital shares into which such notes were convertible, subject to the same terms and conditions as the convertible notes currently held by Arista Capital convertible noteholders. As a result of such exchange offers, at Closing, the Company issued warrants to purchase 935,000 shares of Common Stock and convertible notes convertible into 199,999 shares of Common Stock.5

~~F-7~~ARISTA FINANCIAL CORP. AND SUBSIDIARY

~~ARISTA~~CONSOLIDATED ~~FINANCIAL~~STATEMENTS OF ~~CORP.~~CASH ~~AND SUBSIDIARY~~FLOWS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	For the Year Ended
	December 31,
	2018			2017

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,164,692	)	$	(559,406	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		-			200
Stock-based compensation		448,840			-
Amortization of debt discount to interest expense		131,981			106,872
Bad debt recovery		(4,176	)		53,975
Change in operating assets and liabilities:
Financing leases receivable		(21,025	)		54,635
Due from lease service provider		449			(6,755	)
Accrued interest receivable		1,026			3,175
Prepaid expenses		(43	)		(231	)
Accounts payable		123,324			80,281
Accrued interest payable		2,065			1,524
Accrued interest payable - related parties		5,973			(570	)
Accrued expenses		160,907			5,141
NET CASH USED IN OPERATING ACTIVITIES		(315,371	)		(261,159	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of equipment held for sale		15,000			2,700
Cash paid for recapitalization		-			(97,500	)
NET CASH PROVIDED BY INVESTING ACTIVITIES		15,000			(94,800	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from line of credit - related party		55,000			15,000
Proceeds from note payable subscription receivable		50,000			-
Proceeds from notes payable - related parties		-			50,000
Proceeds from convertible notes		205,000			200,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		310,000			265,000

NET INCREASE (DECREASE) IN CASH		9,629			(90,959	)

CASH, beginning of period		728			91,687

CASH, end of period	$	10,357		$	728

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid	$	38,281		$	33,145
Income taxes paid	$	-		$	-

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock for services	$	77,000		$	-
Reclassification of due to related party to line of credit - related party	$	15,000		$	-
Issuance of Series A Preferred to settele Accrued Compensation	$	51,000		$	-
Beneficial conversion feature on convertible notes	$	27,000		$	-
Acquisition for financing leases receivable for accrued expense	$	-		$	32,921
Increase in debt discount for warrants	$	-		$	96,494
Conversion of debt in connection with recapitalization	$	-		$	260,000
Financing lease receivable reclassified to equipment held for sale	$	-		$	15,000
Increase in subscription receivable and note payable	$	-		$	50,000
Shares issued for recapitalization	$	-		$	401,484

~~DECEMBER~~See ~~31,~~accompanying ~~2017~~notes to consolidated ~~AND~~financial ~~2016~~statements.

As of December 31, 2017, the Company has recapitalized the Company to give effect to the Share Exchange Agreement discussed above. Under generally accepted accounting principles, the acquisition by the Company of Arista Capital is considered to be capital transactions in substance, rather than a business combination. That is, the acquisition is equivalent, to the acquisition by Arista Capital of the Company, then known as Praco Corporation, with the issuance of stock by Arista Capital for the net assets of the Company. This transaction is reflected as a recapitalization, and is accounted for as a change in capital structure. Accordingly, the accounting for the acquisition is identical to that resulting from a reverse acquisition. Under reverse takeover accounting, the comparative historical financial statements of the Company, as the legal acquirer, are those of the accounting acquirer, Arista Capital. Accordingly, the Company’s financial statements prior to the closing of the reverse acquisition, reflect only business of the Arista Capital.F-6

~~The~~ARISTA ~~accompanying~~FINANCIAL ~~consolidated financial statements reflect the recapitalization of the stockholders’ deficit as if the transactions occurred as of the beginning of the first period presented~~CORP. ~~Thus,~~ ~~the~~AND ~~2,000,000 shares of common stock issued to the former Arista Capital stockholders are deemed to be outstanding from December 31, 2015.~~SUBSIDIARY

~~Arista~~NOTES ~~Capital~~TO ~~was~~CONSOLIDATED ~~formed~~FINANCIAL on June 10, 2014 as a Nevada corporation. The Company is a finance company that provides financing to other very small finance companies that do not have significant access to the capital markets. Typically, the Company does this by acquiring lease portfolios from such lenders at a purchase price that yields the Company an annual return and these lenders continue to service the portfolios purchased by the Company. The Company is currently focused on leases for trucks and construction equipment.STATEMENTS

~~NOTE~~DECEMBER 231, ~~– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~2018

~~Basis~~NOTE of1 ~~presentation~~– ORGANIZATION AND NATURE OF OPERATIONS

The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) and include the accounts of the Company and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated upon consolidation.Organization

~~Use~~Arista Financial Corp. (the “Company”) was incorporated in Nevada on December 15, 2009. Effective February 21, 2012, the Company filed with the State of ~~estimates~~Nevada a Certificate of Amendment to the Articles of Incorporation changing the Company’s name from Hunt for Travel, Inc. to Praco Corporation (“Praco”) and on January 2, 2018, the Company changed its name to Arista Financial Corp.

~~The~~On ~~preparation~~April of19, ~~consolidated~~2017, ~~financial~~the Company entered ~~statements~~into inthe ~~conformity~~Share ~~with~~Exchange ~~accounting~~Agreement ~~principles~~with ~~generally~~Arista ~~accepted~~Capital inLtd. ~~the~~(“Arista ~~United~~Capital”), ~~States~~a ~~requires~~Nevada ~~management~~corporation toformed ~~make~~on ~~estimates~~June 10, 2014, and ~~assumptions~~the ~~that~~Arista ~~affect~~Capital Shareholders (the ~~reported~~“Share ~~amounts~~Exchange ofAgreement”). ~~assets~~Under ~~and~~generally ~~liabilities~~accepted ~~and~~accounting principles, ~~disclosure~~the acquisition by the Company of ~~contingent~~Arista ~~assets~~Capital ~~and~~is ~~liabilities~~considered to be a capital transaction in substance, rather than ata business combination. That is, the ~~date~~acquisition ofis equivalent to the ~~consolidated~~acquisition ~~financial~~by ~~statements~~Arista ~~and~~Capital of the ~~reported~~Company ~~amounts~~with the issuance of ~~revenue~~stock ~~and~~by ~~expenses~~Arista ~~during~~Capital for the ~~reporting~~net ~~period~~assets of the Company. ~~Actual~~ ~~results~~This ~~could~~transaction ~~differ~~is ~~from~~reflected ~~those~~as ~~estimates.~~a ~~Significant~~recapitalization ~~estimates~~and is accounted for ~~the~~as ~~years~~a ~~ended~~change ~~December~~in 31capital structure. Accordingly, ~~2017~~the ~~and~~accounting ~~2016~~for ~~include estimates~~the ofacquisition ~~allowances~~is ~~for~~identical ~~uncollectible~~to ~~finance~~that ~~leases~~resulting ~~receivable~~from a reverse acquisition. Under reverse merger accounting, the ~~useful~~comparative ~~life~~historical offinancial ~~property~~statements ~~and~~of ~~equipment~~the Company, ~~estimates~~as ofthe ~~current~~legal acquirer, ~~and~~are ~~deferred~~those ~~income~~of ~~taxes~~the ~~and~~accounting ~~deferred~~acquirer, ~~tax~~Arista ~~valuation~~Capital. ~~allowances~~Accordingly, the ~~fair~~Company’s ~~value~~financial ofstatements ~~equipment~~prior ~~held~~to ~~for~~the ~~sale~~closing of the reverse acquisition, ~~and~~reflect only the ~~fair~~business ~~value~~ of ~~non-cash~~Arista ~~equity transactions~~Capital.

~~Going~~The ~~concern~~Company is a finance company that provides financing to other small finance companies that do not have significant access to the capital markets. Typically, the Company does this by acquiring lease portfolios from such lenders at a purchase price that yields the Company an annual return and these lenders continue to service the portfolios purchased by the Company. The Company is currently focused on leases for trucks and construction equipment.

~~These~~NOTE ~~consolidated~~2 ~~financial~~– ~~statements have~~GOING ~~been~~CONCERN ~~prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and~~ANALYSIS ~~commitments~~AND inMANAGEMENT the normal course of business. As reflected in our accompanying consolidated financial statements, for the year ended December 31, 2017, the Company had a net loss of $559,406 and used cash in operating activities of $261,159, respectively. Additionally, the Company had an accumulated deficit of $934,493 and had a stockholders’ deficit of $399,831 at December 31, 2017, respectively, and had minimal revenues for the year ended December 31, 2017. Management believes that these matters raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance date of this report. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that its capital resources are not currently adequate to continue operating and maintaining its business strategy for a period of twelve months from the issuance date of this report. Although the Company has historically raised capital from the issuance of promissory notes, there is no assurance that it will be able to continue to do so. Management believes that’s its ability to attract debt and equity financing in the capital markets will be greatly enhanced by becoming a public reporting company. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. These consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.PLANS

~~F-8~~These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in our accompanying consolidated financial statements, for the year ended December 31, 2018, the Company had a net loss of $1,164,692 and used cash in operating activities of $315,371. Additionally, the Company had an accumulated deficit of $2,099,185, a stockholders’ deficit of $890,522, and a working capital deficit of $376,779 at December 31, 2018, and minimal revenues for the year ended December 31, 2018. Management believes that these matters raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance date of this report. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. Management believes that its capital resources are not currently adequate to continue operating and maintaining its business strategy for a period of twelve months from the issuance date of this report. Although the Company has historically raised capital from the issuance of promissory notes, there is no assurance that it will be able to continue to do so. Management believes that its ability to attract debt and equity financing in the capital markets is enhanced as a public reporting company. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. These consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

~~ARISTA FINANCIAL CORP. AND SUBSIDIARY~~F-7

~~NOTES~~NOTE TO3 ~~CONSOLIDATED~~– SUMMARY OF SIGNIFICANT ~~FINANCIAL~~ACCOUNTING ~~STATEMENTS~~POLICIES

~~DECEMBER~~The 31management of the Company is responsible for the selection and use of appropriate accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, ~~2017~~subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters ~~AND~~that ~~2016~~are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.

~~Fair~~Basis ~~value~~ of ~~financial instruments and fair value measurements~~presentation

The Company ~~analyzes~~prepares ~~all~~its ~~financial~~consolidated ~~instruments~~financial ~~with~~statements ~~features~~in ofconformity ~~both~~with ~~liabilities~~accounting ~~and~~principles ~~equity~~generally ~~under~~accepted in the ~~Financial~~United ~~Accounting~~States ~~Standard Board’s~~ (~~the~~ “~~FASB~~U.S. GAAP”) ~~accounting standard for such instruments. Under this standard, financial assets~~ and ~~liabilities are classified in their entirety based on~~include the ~~lowest~~accounts ~~level~~ of ~~input that is significant to~~ the ~~fair value measurement. The~~ Company ~~did~~and ~~not~~its ~~identify~~wholly-owned ~~any~~subsidiary. ~~assets~~All orintercompany ~~liabilities that~~balances ~~are~~and ~~required~~transactions tohave bebeen ~~presented~~eliminated ~~on the balance sheet at fair value in accordance with Accounting Standards Codification (“ASC”)~~upon ~~Topic 820~~consolidation.

~~The~~Use carrying amounts reported in the consolidated balance sheets for cash, financing lease receivables, due from lease service provider, accrued interest receivables, prepaid expenses, notes payable, accounts payable, accrued expenses, accrued interest payable and amounts due to related party approximate their fair market value based on the short-term maturity of ~~these instruments. The Company does not account for any instruments at fair value using level 3 valuation.~~estimates

~~ASC~~The ~~825-10~~preparation ~~“Financial~~of ~~Instruments”,~~consolidated financial ~~allows~~statements ~~entities~~in toconformity ~~voluntarily~~with ~~choose~~accounting principles generally accepted in the United States requires management to ~~measure~~make ~~certain~~estimates and ~~financial~~assumptions that affect the reported amounts of assets and liabilities atand ~~fair~~disclosure ~~value~~of ~~(fair~~contingent ~~value~~assets ~~option).~~and ~~The~~liabilities ~~fair~~at ~~value~~the ~~option~~date ~~may~~of bethe ~~elected~~consolidated onfinancial anstatements ~~instrument-by-instrument~~and ~~basis~~the ~~and~~reported isamounts ~~irrevocable,~~of ~~unless~~revenue aand ~~new~~expenses ~~election~~during ~~date~~the ~~occurs.~~reporting Ifperiod. ~~the~~Actual ~~fair~~results ~~value~~could ~~option~~differ isfrom ~~elected~~those estimates. Significant estimates for anthe ~~instrument,~~years ~~unrealized~~ended ~~gains~~December 31, 2017 and ~~losses~~2016 include estimates of allowances for ~~that~~uncollectible ~~instrument~~finance ~~should~~leases bereceivable, ~~reported~~the inuseful ~~earnings at~~life ~~each~~of ~~subsequent~~property ~~reporting~~and ~~date.~~equipment, ~~The~~estimates ~~Company~~of ~~did~~current and ~~not~~deferred ~~elect~~income totaxes ~~apply~~and deferred tax valuation allowances, the fair value ~~option~~of toequipment ~~any~~held ~~outstanding~~for ~~instruments~~sale, and the fair value of non-cash equity transactions.

Credit risk and concentrations

The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. At December 31, ~~2017~~2018 and ~~2016~~2017, cash in bank did not exceed federally insured limits. The Company has not experienced any losses in such accounts through December 31, ~~2017~~2018.

Financing leases receivable represent amounts due from lessees in various industries, related to equipment on direct financing leases. Currently, the Company relies on one source to acquire financing leases and to service such leases. The Company believes that other lenders are available to acquire lease portfolios if the Company cannot acquire additional financing lease receivable portfolios from its single source. Additionally, as of December 31, ~~2017~~2018, the Company’s portfolio of financing leases consists of ~~five~~seven leases. A default on or loss of any of these leases would have a material adverse effect on the Company’s results of operations and financial condition.

Cash and cash equivalent

For purposes of the statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At December 31, ~~2017~~2018 and ~~2016~~2017, the Company did not have any cash equivalents.

Financing leases receivable

Financing leases receivable are recorded at the aggregate future minimum lease payments, estimated unguaranteed residual value of the leased equipment less unearned income. Residual values, which are reviewed periodically, represent the estimated amount the Company expects to receive at lease termination from the disposition of the leased equipment. Actual residual values realized could differ from these estimates. The unearned income is recognized in revenues in the statements of operations over the lease term, in a manner that produces a constant rate of return on the lease. Financing leases receivable due after twelve months from the balance sheet date are reflected as a long-term asset. Financing leases receivables are periodically evaluated based on individual ~~credit~~creditworthiness ~~worthiness~~ of customers. Based on this evaluation, the Company records allowance for estimated losses on these receivables.

~~Property~~Impairment ~~and~~of ~~equipment~~long-lived assets

~~Property~~In ~~are~~accordance ~~stated~~with atASC ~~cost~~Topic ~~and~~360, ~~are~~the ~~depreciated~~Company ~~using~~reviews ~~the straight~~long-~~line~~lived ~~method~~assets ~~over~~for ~~their~~impairment ~~estimated~~whenever ~~useful~~events ~~lives,~~or ~~which~~changes ~~range~~in ~~from~~circumstances ~~three~~indicate tothat ~~five~~the ~~years.~~carrying ~~Leasehold~~amount ~~improvements are~~of ~~depreciated over~~ the ~~shorter~~assets may ofnot ~~the~~be ~~useful~~fully ~~life~~recoverable, or ~~lease~~at ~~term~~least ~~including scheduled renewal terms~~annually. ~~Maintenance~~The ~~and~~Company ~~repairs~~recognizes ~~are charged~~an toimpairment ~~expense~~loss aswhen ~~incurred.~~the ~~When~~sum ~~assets are retired or disposed~~ of, ~~the~~expected ~~cost~~undiscounted future ~~and~~cash ~~accumulated~~flows ~~depreciation~~is ~~are~~less ~~removed~~than ~~from~~ the ~~accounts,~~carrying ~~and~~amount ~~any~~of ~~resulting gains or losses are included in income in~~ the ~~year of disposition~~asset. The ~~Company~~amount ~~examines~~of ~~the~~impairment ~~possibility of~~is ~~decreases~~measured inas the ~~value~~difference ~~of these assets when events or changes in circumstances reflect~~ between the ~~fact~~asset’s ~~that~~estimated ~~their~~fair ~~recorded~~ value ~~may not~~and beits ~~recoverable~~book value.

F-98

~~ARISTA~~Fair ~~FINANCIAL~~value of financial instruments ~~CORP.~~and ~~AND~~fair ~~SUBSIDIARY~~value measurements

~~NOTES~~The TOCompany ~~CONSOLIDATED~~follows ASC 820-10 of the FASB ~~FINANCIAL~~Accounting ~~STATEMENTS~~Standards Codification to measure the fair value of its financial instruments and disclosures about fair value of its financial instruments. ASC 820-10 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820-10 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The three (3) levels of fair value hierarchy defined by ASC 820-10 are described below:

DECEMBER 31, 2017 AND 2016

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3		Pricing inputs that are generally unobservable inputs and not corroborated by market data.

~~Impairment~~Financial ofassets ~~long-lived~~are ~~assets~~considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

InThe ~~accordance~~fair ~~with~~value ~~ASC~~hierarchy ~~Topic~~gives ~~360,~~ the ~~Company~~highest ~~reviews~~priority ~~long-lived~~to ~~assets~~quoted ~~for~~prices ~~impairment~~(unadjusted) ~~whenever~~in ~~events~~active ormarkets ~~changes~~for inidentical ~~circumstances~~assets ~~indicate~~or ~~that~~liabilities and the ~~carrying~~lowest ~~amount~~priority ofto ~~the assets~~unobservable ~~may~~inputs. ~~not~~If bethe ~~fully~~inputs ~~recoverable,~~used orto atmeasure ~~least~~the ~~annually.~~financial ~~The~~assets ~~Company~~and ~~recognizes~~liabilities anfall ~~impairment~~within ~~loss~~more ~~when~~than ~~the~~one ~~sum~~level ofdescribed ~~expected~~above, ~~undiscounted~~the ~~future~~categorization ~~cash flows~~ is ~~less~~based ~~than~~on the ~~carrying~~lowest ~~amount~~level ofinput ~~the~~that ~~asset. The amount of impairment~~ is ~~measured~~significant asto the ~~difference between the asset’s estimated~~ fair value ~~and~~measurement ~~its~~of ~~book~~the ~~value~~instrument.

~~Revenue~~The ~~recognition~~carrying amounts reported in the consolidated balance sheets for cash, financing lease receivables, due from lease service provider, accrued interest receivables, prepaid expenses, notes payable, accounts payable, accrued expenses, accrued interest payable and amounts due to related party approximate their fair market value based on the short-term maturity of these instruments. The Company does not account for any instruments at fair value using level 3 valuation.

~~Income~~ASC ~~from~~825-10 ~~direct~~“Financial ~~financing lease transactions~~Instruments”, allows isentities ~~reported~~to ~~using~~voluntarily ~~the~~choose ~~financing~~to ~~method~~measure ofcertain ~~accounting,~~financial inassets ~~which~~and ~~the~~liabilities ~~Company’s~~at ~~investment~~fair invalue ~~the~~(fair ~~leased~~value ~~property is reported as a receivable from the lessee to be recovered through future rentals~~option). The ~~interest income portion of each rental payment is calculated~~fair sovalue asoption tomay ~~generate~~be aelected ~~constant rate of return~~ on ~~the~~an ~~net receivable outstanding. Allowances for losses on direct financing leases are typically established based on historical charge~~instrument-~~off~~by-instrument ~~and~~basis ~~collection experience~~ and ~~the~~is ~~collectability~~irrevocable, ofunless ~~specifically~~a ~~identified lessees~~new ~~and~~election ~~billed~~date ~~and unbilled receivables~~occurs. ~~Direct~~If ~~financing leases are charged off to~~ the ~~allowance as they are deemed uncollectible.~~ ~~Direct~~fair ~~financing~~value ~~leases~~option ~~are~~is ~~generally~~elected ~~placed~~for inan ~~a nonaccrual status (i.e.~~instrument, nounrealized ~~revenue~~gains ~~is recognized)~~ and ~~deemed~~losses ~~impaired~~for ~~when~~that ~~payments are~~instrument ~~more~~should ~~than~~be 90reported ~~days~~in ~~past due. Additionally, management periodically reviews the creditworthiness of all direct finance lessees~~earnings ~~with~~at ~~payments~~each ~~outstanding~~subsequent ~~less~~reporting ~~than 90 days~~date. ~~Based~~The ~~upon~~Company ~~management’s~~did ~~judgment,~~not ~~the~~elect ~~related direct financing leases may be placed on nonaccrual status. Leases placed on nonaccrual status are only returned~~ to anapply ~~accrual status when~~ the ~~account~~fair ~~has~~value ~~been brought~~option ~~current~~to ~~and~~any ~~management believes recovery of the remaining unpaid lease payments is probable. Until such time, all payments received are applied only against~~ outstanding ~~principal balances~~instruments.

~~Income~~Revenue ~~taxes~~recognition

~~The~~Income ~~Company~~from ~~accounts~~direct ~~for~~financing ~~income~~lease ~~tax~~transactions is reported using the ~~liability~~financing method ~~prescribed~~of byaccounting, ~~ASC~~in ~~740,~~which ~~“Income~~the ~~Taxes”~~Company’s investment in the leased property is reported as a receivable from the lessee to be recovered through future rentals. ~~Under~~The ~~this~~interest ~~method,~~income ~~deferred~~portion ~~tax~~of ~~assets~~each ~~and~~rental ~~liabilities~~payment is calculated ~~are~~so ~~determined~~as ~~based~~to generate a constant rate of return on the ~~difference~~net ~~between~~receivable ~~the~~outstanding. ~~financial~~Allowances ~~reporting~~for losses on direct financing leases are typically established based on historical charge-off and ~~tax~~collection ~~bases~~experience and the collectability of ~~assets~~specifically identified lessees and ~~liabilities~~billed ~~using~~and ~~enacted~~unbilled ~~tax rates~~receivables. ~~that~~Direct ~~will~~financing beleases inare ~~effect~~charged inoff to the ~~year~~allowance inas ~~which~~they ~~the~~are ~~differences~~deemed uncollectible. Direct financing leases are ~~expected~~generally toplaced ~~reverse~~in a nonaccrual status (i.e., ~~The~~no ~~Company~~revenue ~~records~~is arecognized) ~~valuation~~and ~~allowance~~deemed impaired when payments toare ~~offset~~more ~~deferred~~than ~~tax~~90 ~~assets~~days ifpast ~~based~~due. onAdditionally, management periodically reviews the ~~weight~~creditworthiness of ~~available~~all ~~evidence,~~direct itfinance islessees with ~~more-likely-~~payments outstanding less than~~-not~~ ~~that~~90 ~~some~~days. ~~portion,~~Based orupon ~~all~~management’s judgment, of the ~~deferred~~related ~~tax~~direct ~~assets~~financing ~~will~~leases ~~not~~may be placed ~~realized~~on nonaccrual status. ~~The~~Leases ~~effect~~placed on ~~deferred~~nonaccrual ~~taxes~~status ofare aonly ~~change~~returned into ~~tax~~an ~~rates~~accrual isstatus ~~recognized~~when asthe ~~income~~account has been orbrought ~~loss~~current inand ~~the~~management ~~period~~believes ~~that~~recovery ~~includes~~of the ~~enactment~~remaining ~~date~~unpaid lease payments is probable. Until such time, all payments received are applied only against outstanding principal balances.

The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of December 31, 2017 and 2016, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. Tax years that remain subject to examination are the years ending on and after December 31, 2014. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. However, no such interest and penalties were recorded as of December 31, 2017.F-9

~~Stock-based~~Income ~~compensation~~taxes

~~Stock-based~~Income ~~compensation~~Tax is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.Provision

~~Pursuant~~On toDecember 22, ~~ASC~~2017, ~~505-50~~the –Tax ~~“Equity-Based~~Cuts ~~Payments~~and toJobs ~~Non-Employees~~Act (“Tax Act”,) ~~all~~was ~~share-based~~signed ~~payments~~into tolaw. ~~non-employees~~ASC 740, ~~including~~Accounting ~~grants~~for ofIncome ~~stock options~~Taxes, ~~are~~requires ~~recognized~~companies into recognize the ~~consolidated~~effects ~~financial~~of ~~statements~~changes asin ~~compensation~~tax ~~expense over~~laws and rates on deferred tax assets and liabilities and the ~~service~~retroactive ~~period~~effects of changes in tax laws in the ~~consulting~~period ~~arrangement~~in orwhich the new legislation is enacted. The Company’s gross deferred tax assets were revalued ~~until~~based ~~performance~~on ~~conditions~~the ~~are~~reduction ~~expected~~in tothe befederal ~~met~~statutory tax rate from 35% to 21%. ~~Using~~A acorresponding ~~Black-Scholes~~offset ~~valuation~~has ~~model~~been made to the valuation allowance, and any potential other taxes arising due to the Tax Act will result in reductions to the Company’s ~~periodically~~net ~~reassessed~~operating ~~the~~loss ~~fair~~carryforward ~~value~~and ofvaluation ~~non-employee~~allowance. ~~options~~The ~~until~~Company ~~service~~will ~~conditions~~continue ~~are~~to ~~met,~~analyze ~~which~~the ~~generally~~Tax ~~aligns~~Act ~~with~~to ~~the~~assess ~~vesting~~its ~~period~~full ofeffects on the Company’s ~~options~~financial results, ~~and~~including disclosures, for the Company’s ~~adjusts~~fiscal year ending December 31, 2018, but the ~~expense~~Company ~~recognized~~does innot expect the Tax Act to have a material impact on the Company’s consolidated financial statements ~~accordingly~~.

~~F-10~~Uncertain Tax Positions

~~ARISTA~~The ~~FINANCIAL~~Company evaluates uncertain tax positions ~~CORP~~to recognize a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. ~~AND~~Those ~~SUBSIDIARY~~tax positions failing to qualify for initial recognition are recognized in the first interim period in which they meet the more likely than not standard or are resolved through negotiation or litigation with the taxing authority, or upon expiration of the statute of limitations. De-recognition of a tax position that was previously recognized occurs when an entity subsequently determines that a tax position no longer meets the more likely than not threshold of being sustained.

~~NOTES~~Interpretation TOof ~~CONSOLIDATED~~taxation rules relating ~~FINANCIAL~~to ~~STATEMENTS~~net operating loss utilization in real estate transactions give rise to uncertain positions. In connection with the uncertain tax position, there were no interest or penalties recorded as the position is expected but the tax returns are not yet due.

~~DECEMBER~~The 31Company is subject to ongoing tax exposures, examinations ~~2017~~and assessments in various jurisdictions. Accordingly, the Company may incur additional tax expense based upon the ~~AND~~outcomes ~~2016~~of such matters. In addition, when applicable, the Company will adjust tax expense to reflect the Company’s ongoing assessments of such matters, which require judgment and can materially increase or decrease its effective rate as well as impact operating results.

~~Basic~~The ~~and~~number ~~diluted~~of ~~loss~~years ~~per~~with ~~share~~open tax audits varies depending on the tax jurisdiction. The Company’s major taxing jurisdictions include the United States (including applicable states).

~~Pursuant to ASC 260~~Stock-~~10-45,~~based basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock warrants (using the treasury stock method) and common shares issuable upon the conversion of convertible notes payable (using the as-if converted method). These common stock equivalents may be dilutive in the future.compensation

~~All~~Stock-based ~~potentially~~compensation ~~dilutive~~is ~~common~~accounted ~~shares~~for ~~were~~based ~~excluded~~on ~~from~~the requirements of the ~~computation~~Share-Based Payment Topic of ~~diluted~~ASC ~~shares~~718 ~~outstanding~~which asrequires ~~they~~recognition ~~would~~in ~~have~~the financial statements of the cost of employee and director services received in exchange for an ~~anti-dilutive~~award ~~impact~~of onequity instruments over the ~~Company’s~~period the employee ~~net~~or ~~losses~~director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and ~~consisted~~director services received in exchange for an award based on the grant-date fair value of the ~~following:~~ award.

	December 31, 2017		December 31, 2016
Stock warrants		1,268,749		635,000
Convertible debt		200,000		326,665

Through March 31, 2018, pursuant to ASC 505-50 – “Equity-Based Payments to Non-Employees”, all share-based payments to non-employees, including grants of stock options, were recognized in the condensed consolidated financial statements as compensation expense over the service period of the consulting arrangement or until performance conditions are expected to be met. Using a Black-Scholes valuation model, the Company periodically reassessed the fair value of non-employee options until service conditions are met, which generally aligns with the vesting period of the options, and the Company adjusted the expense recognized in the consolidated financial statements accordingly. In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which simplifies several aspects of the accounting for nonemployee share-based payment transactions by expanding the scope of the stock-based compensation guidance in ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU No. 2018-07 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted, but entities may not adopt prior to adopting the new revenue recognition guidance in ASC 606. The Company early adopted ASU No. 2018-07 in the second quarter of 2018, and the adoption did not have any impact on its consolidated financial statements.

~~Related parties~~F-10

~~Parties~~Basic are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and ~~its~~diluted ~~management~~loss ~~and~~per other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.share

~~Recent~~Pursuant ~~accounting~~to ~~pronouncements~~ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock warrants (using the treasury stock method) and common shares issuable upon the conversion of convertible notes payable (using the as-if converted method). These common stock equivalents may be dilutive in the future.

InAll ~~May~~potentially ~~2014,~~dilutive ~~FASB~~common ~~issued an update (“ASU~~shares ~~2014-09”)~~were ~~establishing~~excluded ~~Accounting Standards Codification (“ASC”) Topic 606, Revenue~~ from ~~Contracts with Customers (“ASC 606”). ASU 2014-09, as amended by subsequent ASUs on~~ the ~~topic,~~computation ~~establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most~~ of ~~the~~diluted ~~existing~~shares ~~revenue recognition~~outstanding ~~guidance.~~as ~~This~~they ~~standard,~~would ~~which~~have ~~is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2017, requires~~ an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. The Company will adopt this standard in 2018 using the modified retrospective approach, which requires applying the new standard to all existing contracts not yet completed as of the effective date and recording a cumulativeanti-~~effect adjustment~~dilutive ~~to retained earnings as of the beginning of the fiscal year of adoption. Based on an evaluation of the~~ impact ~~ASU 2014-09 will have~~ on the Company’s ~~sources of revenue, the Company has concluded that ASU 2014-09 will not have a material impact~~ onnet ~~the~~losses ~~process for, timing of,~~ and ~~presentation~~consisted ~~and disclosure~~ of ~~revenue~~the ~~recognition from contracts with lessees.~~following:

On February 25, 2016, the FASB issued ASU No. 2016-02 (“ASU 2016-02”) to amend the accounting guidance for leases. The accounting applied by a lessor is largely unchanged under ASU 2016-02. However, the standard requires lessees to recognize lease assets and lease liabilities for leases classified as operating leases on the balance sheet. Lessees will recognize in the statement of financial position a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it will recognize lease expense for such leases generally on a straight-line basis over the lease term. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and early adoption is permitted. The Company is currently assessing the impact of the guidance on its consolidated financial statements and notes to its consolidated financial statements.

	December 31, 2018		December 31, 2017
Stock warrants		1,080,250		1,268,749
Stock options		300,000		-
Convertible debt		444,124		200,000
		1,824,374		1,468,749

OnRelated March 30, 2016, the FASB issued ASU No. 2016-09 (“ASU 2016-09”) to amend the accounting guidance for share-based payment accounting. The areas for simplification in ASU 2016-09 involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, forfeitures, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016 and early adoption is permitted. The adoption of ASU 2016-09 did not have any effect of the Company’s consolidated financial statements.parties

~~F-11~~Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

~~ARISTA~~Recent ~~FINANCIAL CORP.~~accounting ~~AND SUBSIDIARY~~pronouncements

~~NOTES~~In TOMay ~~CONSOLIDATED~~2014, FASB issued an update (“ASU ~~FINANCIAL~~2014-09”) ~~STATEMENTS~~establishing Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). ASU 2014-09, as amended by subsequent ASUs on the topic, establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard, which is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2017, requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. The Company will adopt this standard in 2018 using the modified retrospective approach, which requires applying the new standard to all existing contracts not yet completed as of the effective date and recording a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. Based on an evaluation of the impact ASU 2014-09 will have on the Company’s sources of revenue, the Company has concluded that ASU 2014-09 will not have a material impact on the process for, timing of, and presentation and disclosure of revenue recognition from contracts with lessees.

~~DECEMBER~~In February 312016, the ~~2017 AND~~FASB issued ASU 2016-02, “Leases”, which aims to make leasing activities more transparent and comparable and requires substantially all leases be recognized by lessees on their balance sheet as a right-of-use asset and corresponding lease liability, including leases currently accounted for as operating leases. This ASU is effective for all interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. The Company is currently assessing the impact of the guidance on its consolidated financial statements and notes to its consolidated financial statements.

~~In August 2016, the FASB issued ASU 2016~~F-15 which addresses eight cash flow classification issues, eliminating the diversity in practice. This ASU is effective for annual and interim reporting periods beginning after December 15, 2017, with early adoption permitted. The retrospective transition method, requiring adjustment to all comparative periods presented, is required unless it is impracticable for some of the amendments, in which case those amendments would be prospectively applied as of the earliest date practicable. The adoption of ASU 2016-15 is not expected to have any impact on the Company’s consolidated financial statements.11

~~Management~~In ~~does~~April 2016, the FASB issued ASU No. ~~not~~2016-09, ~~believe~~“Compensation ~~that~~– ~~any~~Stock ~~other~~Compensation ~~recently~~(Topic 718)”. The FASB issued this update to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, ~~but~~including: ~~not~~(a) ~~yet~~income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The updated guidance is effective ~~accounting~~for ~~pronouncements~~annual periods beginning after December 15, if2016, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company adopted, ~~would~~the standard and the adoption did not have a material effect on ~~the~~its ~~accompanying~~ consolidated financial statements and disclosures.

~~NOTE~~In 3August –2016, ~~FINANCING~~the ~~LEASES~~FASB ~~RECEIVABLE~~issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. The Company is currently in the process of evaluating the impact of ASU 2016-15 on its consolidated financial statements.

OnIn ~~September~~October ~~14,~~ 2016, the ~~Company~~FASB ~~entered into~~issued aASU ~~Purchase~~2016-16, “Income ~~and~~Taxes ~~Service Agreement with a third party lease financing company~~ (~~the~~Topic ~~“Seller”~~740): toIntra-Entity ~~acquire~~Transfers ~~a portfolio consisting~~ of ~~four~~Assets ~~leases~~Other ~~for~~than ~~a cash purchase price of $234~~Inventory”,~~563,~~ anwhich ~~amount~~eliminates ~~that~~the ~~is estimated a yield a return on investment of~~exception ~~approximately~~that ~~20%.~~prohibits ~~Additionally,~~ the ~~Company~~recognition ~~entered~~of ~~into~~current ~~a 2nd Purchase~~ and ~~Service~~deferred ~~Agreement~~income ~~with~~tax ~~the~~effects ~~Seller to acquire a portfolio consisting of four leases~~ for aintra-entity ~~purchase~~transfers ~~price~~ of ~~$55,421,~~assets another ~~amount~~than ~~that is estimated a yield a return on investment~~inventory ofuntil ~~approximately 20%. The purchase price for this lease portfolio consists of a cash payment of $32,921 that was paid in October 2017, and~~ the ~~exchange~~asset ofhas ~~trucks~~been ~~that~~sold ~~the~~to ~~Company~~an ~~repossessed~~outside ~~from two lessees that defaulted on their leases in July 2017~~party. The ~~trucks~~ ~~held~~updated ~~for~~guidance ~~sale~~is ~~had~~effective ~~an estimated residual value of $47,000. In connection with the exchange of the trucks held~~ for ~~sale~~annual ~~as partial~~periods ~~payment~~beginning ~~for~~after ~~the acquisition of this portfolio, during the year ended~~ December ~~31, 2017, the Company recorded a provision~~ ~~for lease losses of $20~~15,~~906.~~ ~~Additionally~~2019, inincluding ~~December~~interim ~~2017,~~periods ~~the~~within ~~Company~~those ~~repossessed~~fiscal ~~from one lessee that defaulted on their lease in 2017~~years. AtEarly ~~December~~adoption ~~31,~~of ~~2017,~~ the ~~truck~~update ~~held~~is ~~for sale has an estimated residual value of $15,000~~permitted. InThe ~~connection~~Company ~~with~~is ~~the repossession~~currently ofevaluating ~~this truck, during~~ the ~~year~~impact ~~ended~~of ~~December 31, 2017,~~ the ~~Company~~new ~~recorded a provision for lease losses of $16,600~~standard.

~~The~~In ~~Seller~~November is2016, ~~responsible~~the ~~for~~FASB ~~administrating the~~issued ~~leases~~ASU 2016-18, “Statement ~~collecting~~of ~~all~~Cash ~~payments,~~Flows ~~and~~(Topic ~~distributing~~230)”, ~~funds~~requiring tothat the ~~Company.~~statement Onof acash ~~monthly~~flows ~~basis,~~explain the ~~Company~~change ~~shall~~in ~~pay~~ the ~~seller~~ antotal ~~administrative~~cash, ~~fee~~cash ~~equal~~equivalents, toand 2%amounts ofgenerally ~~the~~described ~~scheduled~~as ~~payment~~restricted ~~amount~~cash ofor ~~each~~restricted ~~lease,~~cash ~~50%~~equivalents. ofThis ~~all~~guidance is ~~penalties~~effective orfor ~~late~~fiscal ~~fee charges collected~~years, and ~~50%~~interim ofreporting ~~all~~periods ~~default~~therein, ~~interest~~beginning ~~collected.~~after ~~The~~December ~~seller~~15, ~~shall~~2017 ~~remit~~with ~~the~~early ~~remaining~~adoption ~~amount received from the lessees to the Company~~permitted. The ~~finance~~provisions ~~leases require 36 monthly/weekly or bi-weekly payments through February 2020. Each lease is secured by ownership~~ of ~~the~~ ~~related~~this ~~transportation~~guidance ~~equipment.~~are Asto ofbe ~~December~~applied ~~31,~~using ~~2017~~a ~~and~~retrospective ~~2016,~~approach ~~financing~~which ~~leases~~requires ~~receivable~~application ~~consists~~ of ~~leases~~the ~~for~~guidance ~~transportation~~for ~~equipment.~~all Atperiods ~~December~~presented. ~~31,~~The ~~2017~~Company ~~and~~is ~~2016,~~currently ~~financing~~evaluating ~~leases~~the ~~receivable~~impact ~~consisted~~ of the ~~following:~~new standard.

	December 31, 2017			December 31, 2016
Total minimum financing leases receivable	$	89,370		$	298,240
Unearned income		(11,080	)		(75,666	)
Total financing leases receivable		78,290			222,574
Less: allowance for uncollectible financing leases receivable		(25,405	)		(79,000	)
Financing leases receivable, net		52,885			143,574
Less: current portion of financing leases receivable, net		(33,125	)		(80,443	)
Financing leases receivable, net – long-term	$	19,760		$	63,131

In May 2017, the FASB issued ASU 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting,” which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. This standard is required to be adopted in the first quarter of 2018. The Company adopted the standard during the year ended December 31, 2017 and the adoption did not have a material effect on its consolidated financial statements and disclosures.

~~For~~In June 2018, the ~~years~~FASB issued Accounting ~~ended~~Standards ~~December 31~~Update 2018-07, ~~2017~~“Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”)”. ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and ~~2016~~services from nonemployees. ASU 2018-07 also clarifies that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Revenue from Contracts with Customers (Topic 606). ASU 2018-07 is effective for fiscal years beginning after December 15, ~~activities~~2018, including interim periods within those fiscal years. Early adoption is permitted. The Company will adopt the provisions of ASU 2018-07 in the ~~Company’s~~quarter ~~allowance~~beginning ~~for~~January ~~uncollectible~~1, ~~financing~~2019. ~~leases~~The ~~receivable~~adoption ~~were~~of ASU 2018-07 is not expected ~~are~~to ~~follows:~~have a material impact on the Company’s financial statement presentation or disclosures.

	For the Years Ended December 31,
	2017			2016
Allowance for uncollectible financing leases receivable at beginning of year	$	79,000			7,755
Provisions for credit losses		53,975			79,000
Charge-offs		(107,570	)		(7,755	)
Allowance for uncollectible financing leases receivable at end of year	$	25,405			79,000

In August 2018, the FASB issued Accounting Standards Update (ASU) 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement”, which changes the fair value measurement disclosure requirements of ASC 820. This update is effective for fiscal years beginning after December 15, 2019, and for interim periods within those fiscal years. The Company does not expect the adoption of ASU 2018-13 to have a material impact on its consolidated financial statements.

~~F-12~~Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

~~ARISTA FINANCIAL CORP. AND SUBSIDIARY~~F-12

~~NOTES~~NOTE TO3 ~~CONSOLIDATED FINANCIAL~~– ~~STATEMENTS~~FINANCING LEASES RECEIVABLE

~~DECEMBER~~In December 2017, the Company repossessed one truck from one lessee that defaulted on their lease in 2017. At December 31, 2017, the truck held for sale had an estimated ~~AND~~residual ~~2016~~value of $15,000. On June 13, 2018, the Company sold the truck to a third party for $17,100. Accordingly, the Company recorded a gain on sale of equipment of $2,100 less servicing fees of $495 for a net gain on sale of equipment of $1,605 for the year ended December 31, 2018.

AtOn ~~December~~September 3128, ~~2017~~ 2018, the Company entered into a Purchase and Service Agreement with a third-party lease financing company (the ~~aggregate~~“Seller”) ~~amounts~~to acquire a portfolio consisting of ~~future~~three ~~minimum~~leases ~~gross~~for ~~lease~~a ~~payments~~cash ~~receivable~~purchase ~~are~~price asof ~~follows:~~$67,207, an amount that is estimated a yield a return on investment of approximately 18%.

	Amount
2018	$	68,590
2019		20,780
Future minimum gross financing leases receivable	$	89,370

The Seller is responsible for administrating the leases, collecting all payments, and distributing funds to the Company. On a monthly basis, the Company shall pay the seller an administrative fee equal to 2% of the scheduled payment amount of each lease, 50% of all penalties or late fee charges collected, and 50% of all default interest collected. The seller shall remit the remaining amount received from the lessees to the Company. The finance leases require 36 monthly/weekly or bi-weekly payments through February 2020. Each lease is secured by ownership of the related transportation equipment. As of December 31, 2018 and 2017, financing leases receivable consists of leases for transportation equipment. At December 31, 2018 and 2017, financing leases receivable consisted of the following:

NOTE 4 – CONVERTIBLE DEBT

	December 31, 2018			December 31, 2017
Total minimum financing leases receivable	$	96,505		$	89,370
Unearned income		(8,124	)		(11,080	)
Total financing leases receivable		88,381			78,290
Less: allowance for uncollectible financing leases receivable		(10,295	)		(25,405	)
Financing leases receivable, net		78,086			52,885
Less: current portion of financing leases receivable, net		(61,655	)		(33,125	)
Financing leases receivable, net – long-term	$	16,431		$	19,760

~~During~~For the ~~year~~years ended December 31, 2015, the Company entered into 10% convertible promissory notes (the “10% Convertible Notes”) with three third party individuals in the aggregate amount of $30,000. The unpaid principal and interest was payable three years from the date of the respective 10% Convertible Note through September 2018 and ~~bear interest computed at a rate of interest which is equal to 10.0% per annum. The Noteholders were entitled~~2017, atactivities ~~their option, at any time after the issuance of the 10% Convertible Notes, to convert all or any~~in ~~lesser portion of~~ the ~~outstanding principal amount and accrued but unpaid interest into the~~ Company’s ~~common~~allowance ~~stock~~for atuncollectible afinancing ~~conversion price~~leases ofreceivable ~~$1.00~~were ~~per~~are common shares. In connection with the 10% Convertible Notes, the Company issued to noteholders 30,000 five-year warrants to acquire common shares at $2.00 per share. On December 14, 2017, in connection with the Share Exchange Agreement, the Company issued 60,000 shares upon conversion of the full principal amount of $30,000.follows:

During the year ended December 31, 2016, the Company entered into 10% convertible promissory notes (the “2016 10% Convertible Notes”) with seven third party individuals in the aggregate amount of $400,000. The unpaid principal and interest is payable three years from the date of the respective 2016 10% Convertible Note through December 2019 and bear interest computed at a rate of interest which is equal to 10.0% per annum. The Company may prepay any amount outstanding under the 2016 10% Convertible Note by making a payment to note holder of an amount in cash equal to the principal amount multiplied by a prepayment penalty percentage of 5.0%. The Noteholders are entitled, at their option, at any time after the issuance of the 2016 10% Convertible Notes, to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price of $1.50 per common shares. The noteholders have the option to extend the due date of the notes for three additional one-year periods. In connection with the 2016 10% Convertible Notes, the Company issued to noteholders 575,000 five-year warrants to acquire common shares at $2.00 per share. On December 14, 2017, in connection with the Share Exchange Agreement, the Company issued 266,666 shares to certain noteholders upon conversion of principal amount of $200,000.

	For the Years Ended December 31,
	2018			2017
Allowance for uncollectible financing leases receivable at beginning of period	$	25,405		$	79,000
Provisions for credit losses		-			53,975
Bad debt recovery		(15,110	)		(107,570	)
Allowance for uncollectible financing leases receivable at end of period	$	10,295		$	25,405

~~During~~At ~~the~~December ~~period from July 1~~31, ~~2017 to September 30~~2018, ~~2017,~~ the ~~Company entered into 12% convertible promissory notes with three individuals in the~~ aggregate ~~amount~~amounts of ~~$200,000.~~ ~~The~~future ~~unpaid~~minimum ~~principal~~gross ~~and~~lease ~~interest~~payments isreceivable payable three years from the date of the respective 12% Convertible Note through August 1, 2020 and bear interest computed at a rate of interest which is equal to 12.0% per annum. The Company may prepay any amount outstanding under the 12% Convertible Note by making a payment to note holder of an amount in cash equal to the principal amount multiplied by a prepayment penalty percentage of 5.0%. The Noteholders are ~~entitled,~~as at their option, at any time after the issuance of the 12% Convertible Notes, to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price of $3.00 per common shares. In connection with the 12% Convertible Notes, the Company issued to noteholders 300,000 five-year warrants to acquire common shares at $4.00 per share.follows:

These Convertible Notes contain certain adjustment provisions that apply in connection with any stock split, stock dividend, stock combination, recapitalization or similar transactions.

	Amount
Year 1	$	90,286
Year 2		6,219

Future minimum gross financing leases receivable	$	96,505

The Warrants are exercisable for shares of the Company’s common stock upon the payment in cash of the exercise price. The exercise price of the Warrants is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Company’s common stock.F-13

~~The~~NOTE ~~Company~~4 ~~evaluated~~– ~~whether~~CONVERTIBLE or not the convertible notes and warrants above contained embedded conversion options, which meet the definition of a derivatives under ASC Topic 815. The Company concluded that since the above convertible notes had a fixed conversion price, the convertible notes were not derivative instruments.DEBT

~~The~~During the year ended December 31, 2015, the Company entered into 10% convertible promissory notes ~~were~~(the ~~analyzed~~“10% toConvertible Notes”) with three third party individuals ~~determine~~in ifthe aggregate amount of $30,000. The unpaid principal and interest were payable three years from the ~~convertible~~date ~~notes~~of ~~have~~the anrespective 10% ~~embedded~~Convertible ~~beneficial~~Note ~~conversion~~through ~~feature~~September ~~(BCF)~~2018 and bear interest computed at a rate of interest which is equal to 10.0% ~~Based~~per onannum. The ~~this~~Noteholders ~~analysis~~were entitled, at their option, at any time after the ~~Company~~issuance ~~concluded that~~of the ~~effective~~10% ~~conversion~~Convertible ~~price~~Notes, ~~was~~to ~~greater~~convert ~~than~~all ~~the~~or any ~~fair~~lesser ~~value~~portion of the outstanding principal amount and accrued but unpaid interest into the Company’s common stock onat a conversion price of $1.00 per common shares. In connection with the ~~note~~10% ~~dates~~Convertible ~~and~~Notes, ~~therefore~~the Company issued to noteholders no30,000 ~~BCF~~five-year ~~was~~warrants ~~recorded~~to acquire common shares at $2.00 per share. On December 14, 2017, in connection with the Share Exchange Agreement, the Company issued 60,000 shares upon conversion of the full principal amount of $30,000.

FDuring the year ended December 31, 2016, the Company entered into 10% convertible promissory notes (the “2016 10% Convertible Notes”) with seven third party individuals in the aggregate amount of $400,000. The unpaid principal and interest are payable three years from the date of the respective 2016 10% Convertible Note through December 2019 and bear interest computed at a rate of interest which is equal to 10.0% per annum. The Company may prepay any amount outstanding under the 2016 10% Convertible Note by making a payment to note holder of an amount in cash equal to the principal amount multiplied by a prepayment penalty percentage of 5.0%. The Noteholders are entitled, at their option, at any time after the issuance of the 2016 10% Convertible Notes, to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price of $1.50 per common shares. The noteholders have the option to extend the due date of the notes for three additional one-13year periods. In connection with the 2016 10% Convertible Notes, the Company issued to noteholders 575,000 five-year warrants to acquire common shares at $2.00 per share. On December 14, 2017, in connection with the Share Exchange Agreement, the Company issued 266,666 shares to certain noteholders upon conversion of principal amount of $200,000.

~~ARISTA~~During ~~FINANCIAL~~the period from July 1, 2017 to ~~CORP~~September 30, 2017, the Company issued 12% convertible promissory notes to three individuals in the aggregate amount of $200,000. The ~~AND~~unpaid ~~SUBSIDIARY~~principal and interest is payable three years from the date of the respective 12% Convertible Note through August 1, 2020. The Company may prepay any amount outstanding under the 12% Convertible Note by making a payment to note holder of an amount in cash equal to the principal amount multiplied by a prepayment penalty percentage of 5.0%. The Noteholders are entitled, at their option, at any time after the issuance of the 12% Convertible Notes, to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price of $3.00 per share. In connection with the 12% Convertible Notes, the Company issued to noteholders five-year warrants to acquire up to 300,000 shares of common stock at $4.00 per share.

~~NOTES~~On TOMay ~~CONSOLIDATED~~31, 2018 one of the three noteholders ~~FINANCIAL~~of ~~STATEMENTS~~the 12% Convertible Notes purchased one of the others’ 12% Convertible note which has an unpaid principal balance of $50,000 and had accrued interest of $1,132, for an aggregate purchase price of $51,132. Accordingly, this note had warrants to acquire 75,000 shares of the Company’s common stock at a price of $4.00 per share that was transferred to the new noteholder. As an incentive for purchasing the note, the Company issued to the noteholder 5,000 shares of the Company’s common stock which was recorded as professional fees during the year ended December 31, 2018. The shares were valued at a price of $0.80 per share, or $4,000 (see Note 8).

~~DECEMBER~~In 31May 2018, ~~2017~~the Company issued an 8% promissory ~~AND~~note ~~2016~~to an individual in the amount of $50,000. The unpaid principal and interest are payable in November 2018. In connection with these 8% notes, in May 2018, the Company issued to this individual noteholder five-year warrants to acquire up to 25,000 shares of common stock at $0.01 per share. The warrants are exercisable for shares of the Company’s common stock upon the payment in cash of the exercise price and they are also exercisable on a cashless basis. The exercise price of the Warrants is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Company’s common stock. On June 15, 2018, the Company and noteholder restructured the 8% promissory note to an 11% convertible promissory note for the aggregate amount of $50,000. The unpaid principal and interest is now payable on June 15, 2021. The Company may prepay any amount outstanding under the 11% Convertible Note by making a payment to note holder of an amount in cash equal to the principal amount, plus accrued but unpaid interest through the date of such redemption date, multiplied by a prepayment penalty percentage of 5.0%. The Noteholder is entitled, at their option, at any time after the issuance of the 11% Convertible Note, to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price of $2.00 per share. In connection with the 11% Convertible Note, the Company issued to the noteholder five-year warrants to acquire up to 25,000 shares of common stock at $3.00 per share in replacement of the previous warrants associated with the 8% note valued at $16,939, using the below assumptions with the Black-Scholes option-pricing model. The warrants are exercisable for shares of the Company’s common stock upon the payment in cash of the exercise price and they are also exercisable on a cashless basis. The exercise price of the Warrants is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Company’s common stock.

As discussed above, in connection with convertible notes payable, the Company granted an aggregate of 905,000 warrants to note holders (See Note 7). During the years ended December 31, 2017 and 2016, on the issuance date of the respective warrants, the fair values of the warrants of $64,095 and $154,184 was recorded as a debt discount and an increase to paidF-~~in capital, respectively. The fair market value of each stock warrant was estimated on the date of grant using the Black-Scholes option-pricing model using the following weighted-average assumptions:~~14

	2017			2016
Dividend rate		0			0
Term (in years)		5 years			5 years
Volatility		100.0	%		100.0	%
Risk-free interest rate		1.80% to 1.89	%		1.00% to 1.93	%

On September 7, 2018, the Company issued a convertible note to a third-party lender totaling $137,500. The convertible note accrues interest at 8% per annum and matures with interest and principal both due on June 7, 2019. In addition, the Company issued a warrant to purchase 50,000 shares of Company common stock. The warrant entitles the holder to purchase the Company’s common stock at a purchase price of $1.25 per share for a period of three years from the issue date. The Company recorded a $45,565 debt discount relating to the warrants issued to the investor based on the fair value on the dates of issuance, $28,000 for the issuance of 20,000 shares of the Company’s common stock and an original issue discount of $10,000. The debt discount is being accreted over the life of the note. The convertible note and accrued interest are convertible at a conversion price of $1.00 per share, subject to adjustment.

~~For~~On December 3, 2018, the ~~years~~Company ~~ended~~issued a ~~December~~convertible 31note to a third-party lender totaling $40,500. ~~2017~~The convertible note accrues interest at 5% per annum and matures ~~2016~~with interest and principal both due on December 3, ~~amortization~~2019. ofIn ~~debt~~addition, ~~discount~~the ~~related~~Company issued a warrant to ~~these~~purchase ~~convertible~~20,250 ~~notes~~shares ~~amounted~~of Company common stock. The warrant entitles the holder to purchase the Company’s common stock at a purchase price of $~~104,089~~1.15 per ~~and~~share for a period of three years from the issue date. The Company recorded a $2512,~~012,~~106 ~~respectively,~~debt ~~which~~discount ~~has~~relating to the warrants ~~been~~issued ~~included~~to inthe ~~interest~~investor ~~expense~~based on the ~~accompanying~~fair ~~statements~~value on the dates of ~~operations~~issuance, $27,000 for the beneficial conversion feature and an original issue discount of $5,500. The debt discount is being accreted over the life of the note.

AsThese ofConvertible ~~December~~Notes ~~31,~~contain ~~2017~~certain adjustment ~~and~~provisions ~~2016,~~that ~~accrued interest~~apply ~~payable~~in ~~amounted~~connection towith ~~$11,090~~any ~~and~~stock $9split,~~578,~~ ~~respectively.~~stock ~~The~~dividend, ~~weighted~~stock ~~average interest rate for the years ended December 31~~combination, ~~2017~~recapitalization ~~and~~or ~~2016 was approximately 10~~similar transactions.~~6% and 10.0%, respectively.~~

AtThe ~~December~~Warrants ~~31,~~are ~~2017~~exercisable ~~and~~for ~~2016,~~shares of the ~~convertible~~Company’s common stock upon the payment in cash of the exercise price. The exercise price of the Warrants is subject ~~debt~~to ~~consisted~~adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the ~~following:~~Company’s common stock. The warrants are also exercisable on a cashless basis.

	December 31, 2017			December 31, 2016
Principal amount	$	400,000		$	430,000
Less: unamortized debt discount		(93,484	)		(133,478	)
Convertible note payable, net – long-term	$	306,517		$	296,522

The Company evaluated whether or not the convertible notes and warrants above contained embedded conversion options, which meet the definition of derivatives under ASC Topic 815. The Company concluded that since the above convertible notes had a fixed conversion price, the convertible notes were not derivative instruments.

AtThe ~~December~~convertible ~~31,~~notes ~~2017~~were analyzed to determine if the convertible notes have an embedded beneficial conversion feature (BCF). Based on this analysis, ~~debt~~the ~~maturities~~Company concluded ~~are~~that ~~$200~~for the December 2018 note,~~000~~ inthe ~~2019~~conversion feature contained an exercise price that was lower than the fair value of the Company’s common stock and ~~$200~~therefore a BCF was recorded. For the remaining notes discussed above,~~000~~ inthe ~~2020~~effective conversion price was greater than the fair value of the Company’s common stock on the note dates and therefore no BCF was recorded.

~~NOTE~~As 5discussed –above, ~~NOTE~~in ~~PAYABLE~~connection with convertible notes payable, the Company granted an aggregate of 95,250 warrants to note holders (See Note 8). During the years ended December 31, 2018 and 2017, on the issuance date of the respective warrants, the fair value of the warrants of $74,609 and $64,095 was recorded as a debt discount and an increase to paid-in capital, respectively. The fair market value of each stock warrant was estimated on the date of grant using the Black-Scholes option-pricing model using the following weighted-average assumptions:

On December 31, 2017, the Company entered into 8% promissory notes with a third party in the amount of $50,000. In connection with this promissory note, at December 31, 2017, the Company recorded a subscription receivable of $50,000. The funds were received in January 2018. The unpaid principal and interest is payable on June 8, 2018 and bear interest computed at a rate of interest which is equal to 8.0% per annum. In connection with this 8% note, on December 31, 2017, the Company issued to this noteholder 25,000 five-year warrants to acquire common shares at $0.01 per share. The warrants are exercisable for shares of the Company’s common stock upon the payment in cash of the exercise. The exercise price of the Warrants is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Company’s common stock.

	2018			2017
Dividend rate		0			0
Term (in years)		3-5 years			5 Years
Volatility		100.0	%		100.0	%
Risk-free interest rate		1.71-2.82	%		1.80-1.89	%

AsFor ~~discussed above, in connection with~~ the ~~note~~years ~~payable,~~ended ~~the~~December ~~Company granted an aggregate of 25~~31,~~000~~ ~~warrants~~2018 ~~to noteholder. In December~~ and 2017, onamortization ~~the issuance date~~ of ~~the~~ ~~respective~~debt ~~warrants,~~discount ~~the~~related ~~fair~~to ~~values~~these ofconvertible ~~the~~notes ~~warrants~~amounted ofto $16148,~~345~~826 ~~was recorded as a debt discount~~ and ~~an increase to paid-in capital~~$104,089, respectively., ~~The~~which ~~fair~~has been ~~market~~included ~~value~~in ofinterest ~~each~~expense ~~stock warrant was estimated~~ on the ~~date~~accompanying ofcondensed ~~grant~~consolidated statements of ~~December 31, 2017 using the Black-Scholes option-pricing model using the following weighted-average assumptions:~~operations.

Dividend rate	0
Term (in years)	5 years
Volatility	100.0	%
Risk-free interest rate	2.20	%

F-15

AtAs of December 31, ~~2017~~2018 and ~~2016~~2017, ~~note~~accrued interest payable ~~consisted~~ ofamounted to $13,167 and $11,102, respectively. The weighted average interest rate for the ~~following:~~year ended December 31, 2018 and 2017 was approximately 10% and 10.6%, respectively.

	December 31, 2017			December 31, 2016
Principal amount	$	50,000		$	-
Less: unamortized debt discount		(15,891	)		-
Notes payable, net	$	34,109		$	-

At December 31, 2018 and 2017, the convertible debt consisted of the following:

For the years ended December 31, 2017 and 2016, amortization of debt discount related to this note amounted to $454 and $0, respectively, which has been included in interest expense on the accompanying statements of operations.

	December 31, 2018			December 31, 2017
Principal amount	$	628,000		$	400,000
Less: unamortized debt discount		(148,826	)		(93,484	)
Convertible note payable, net – long-term	$	479,174		$	306,517

~~F-14~~At December 31, 2018, debt maturities are $378,000 in 2019 and $250,000 in 2020.

~~ARISTA~~NOTE ~~FINANCIAL CORP.~~5 ~~AND~~– ~~SUBSIDIARY~~NOTE PAYABLE

~~NOTES~~On TODecember ~~CONSOLIDATED~~31, 2017, the Company issued ~~FINANCIAL~~an ~~STATEMENTS~~8% promissory note to a third party in the amount of $50,000. In connection with this promissory note, at December 31, 2017, the Company recorded a subscription receivable of $50,000. The funds were received in January 2018. The unpaid principal and interest was payable on June 8, 2018. In connection with this 8% note, on December 31, 2017, the Company issued to this noteholder five-year warrants to acquire up to 25,000 shares of common stock at $0.01 per share. The warrants are exercisable for shares of the Company’s common stock upon the payment in cash of the exercise price. The exercise price of the warrants is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Company’s common stock. On the issuance date of the warrants, the fair value of the warrants of $16,345 was recorded as a debt discount and an increase to paid-in capital, respectively.

~~DECEMBER~~As 31discussed above, in connection with the note payable, the Company granted an aggregate of 25,000 warrants to noteholder. In December 2017, on the issuance date of ~~AND~~the ~~2016~~respective warrants, the fair values of the warrants of $16,345 was recorded as a debt discount and an increase to paid-in capital, respectively.

~~NOTE~~The 6fair –market ~~RELATED~~value ~~PARTY~~of ~~TRANSACTIONS~~each stock warrant was estimated on the date of grant using the Black-Scholes option-pricing model using the following weighted-average assumptions:

Convertible notes and notes payable – related parties

Dividend rate	0
Term (in years)	5 years
Volatility	100.0	%
Risk-free interest rate	2.20	%

~~Convertible~~On ~~notes~~May ~~payable~~31, –2018, ~~related~~the noteholder elected ~~parties~~to convert the unpaid principal of $50,000 and accrued interest of $1,665, into 65,000 shares of the Company’s common stock at a price of $0.80 per share.

~~During~~Upon ~~the~~conversion ~~year ended December 31, 2015, the Company entered into 10% convertible promissory notes with certain officers and directors~~ of the ~~Company~~note ~~in the aggregate amount of $30,000. The unpaid principal~~ and related interest ~~was~~on ~~payable three years from the date of the respective convertible note through~~ May 131, 2018 ~~and bear interest computed at a rate of interest which is equal to 10.0% per annum. These noteholders were entitled~~, at ~~their~~the ~~option,~~Company atexpensed ~~any time after~~ the ~~issuance~~remaining ofdebt ~~these~~discount ~~10%~~relating ~~convertible notes,~~ to ~~convert all or any lesser portion of~~ the ~~outstanding principal~~above ~~amount~~warrants ~~and accrued but unpaid interest into the Company’s common stock at a conversion price~~ of $~~1.00~~7,718 ~~per~~to ~~common~~interest ~~shares.~~expense Onon ~~December 14, 2017, in connection with~~ the ~~Share~~accompanying ~~Exchange~~condensed ~~Agreement,~~consolidated ~~the~~statements ~~Company issued 60,000 shares upon conversion~~ of ~~the full principal amount of $30,000~~operations.

InAt ~~connection~~December ~~with these 10% convertible notes~~31, in2018 ~~2015,~~and ~~the Company issued to these related party noteholders 30~~2017,~~000~~ ~~five-year~~note ~~warrants to acquire common shares at $2.00~~payable ~~per~~consisted ~~share These warrants are exercisable for shares~~ of the Company’s common stock upon the payment in cash of the exercise price and they are also exercisable on a cashless basis. The exercise price of the Warrants is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Company’s common stock.following:

At December 31, 2017 and 2016, convertible debt - related parties consisted of the following:

	December 31, 2018		December 31, 2017
Principal amount	$	-	$	50,000
Less: unamortized debt discount		-		(15,891	)
Notes payable, net	$	-	$	34,109

	December 31, 2017		December 31, 2016
Principal amount	$	-	$	30,000
Less: unamortized debt discount		-		(991	)
Convertible note payable – related parties, net	$	-	$	29,009

For the years ended December 31, 2018 and 2017, amortization of debt discount related to this note amounted to $15,891 and $454, respectively which has been included in interest expense on the accompanying statements of operations.

The Company evaluated whether or not the convertible notes and warrants above contained embedded conversion options, which meet the definition of a derivatives under ASC Topic 815. The Company concluded that since the above convertible notes had a fixed conversion price, the convertible notes were not derivative instruments.F-16

~~The~~NOTE ~~convertible~~6 ~~notes~~– ~~were~~RELATED ~~analyzed~~PARTY to determine if the convertible notes have an embedded beneficial conversion feature (BCF). Based on this analysis, the Company concluded that the effective conversion price was greater than the fair value of the Company’s common stock on the note dates and therefore no BCF was recorded.TRANSACTIONS

~~Notes~~Convertible notes payable – related parties

InDuring the year ended December ~~2017~~31, 2015, the Company entered into 8 10% convertible promissory notes with certain officers and directors of the Company in the aggregate amount of $5030,000. The unpaid principal and interest iswas payable onthree ~~June~~years 8from the date of the respective convertible note through May 1, 2018 and bear interest computed at a rate of interest which is equal to 810.0% per annum. InThese ~~connection with~~noteholders ~~these~~were 8%entitled, at ~~notes~~their option, inat ~~December~~any ~~2017,~~time after the ~~Company~~issuance ~~issued~~of to these ~~related~~10% ~~party~~convertible ~~noteholders 25~~notes,~~000~~ ~~five-year~~to ~~warrants~~convert toall ~~acquire common~~or ~~shares~~any atlesser ~~$0.01~~portion ~~per~~of ~~share~~the ~~These~~outstanding principal ~~warrants~~amount ~~are~~and ~~exercisable~~accrued ~~for~~but ~~shares~~unpaid ofinterest into the Company’s common stock ~~upon~~at ~~the payment in cash of the exercise price and they are also exercisable on~~ a ~~cashless~~conversion ~~basis. The exercise~~ price of ~~the~~$1.00 ~~Warrants~~per ~~is subject~~common toshares. ~~adjustment~~On inDecember ~~the~~14, ~~event~~2017, ofin ~~certain~~connection ~~stock~~with ~~dividends~~the ~~and~~Share ~~distributions~~Exchange Agreement, ~~stock~~the ~~splits,~~Company ~~stock~~issued ~~combinations~~60,000 ~~reclassifications~~shares orupon conversion ~~similar~~of ~~events~~the ~~affecting~~full ~~the~~principal ~~Company’s~~amount ~~common~~of ~~stock~~$30,000.

FIn connection with these 10% convertible notes, in 2015, the Company issued to these related party noteholders 30,000 five-15year warrants to acquire common shares at $2.00 per share These warrants are exercisable for shares of the Company’s common stock upon the payment in cash of the exercise price and they are also exercisable on a cashless basis. The exercise price of the Warrants is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Company’s common stock.

~~ARISTA~~Notes ~~FINANCIAL CORP.~~payable ~~AND~~– ~~SUBSIDIARY~~related parties

~~NOTES~~In TODecember ~~CONSOLIDATED~~2017, the Company issued 8% ~~FINANCIAL~~promissory ~~STATEMENTS~~notes to certain officers and directors of the Company in the aggregate amount of $50,000. The unpaid principal and interest were payable on June 8, 2018. In connection with these 8% notes, in December 2017, the Company issued to these related party noteholders five-year warrants to acquire up to 25,000 shares of common stock at $0.01 per share These warrants are exercisable for shares of the Company’s common stock upon the payment in cash of the exercise price and they are also exercisable on a cashless basis. The exercise price of the Warrants is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Company’s common stock.

~~DECEMBER~~As 31discussed above, in connection with the notes payable, the Company granted warrants to acquire an aggregate of 25,000 shares of common stock to note holders. In December 2017, on the issuance date of the respective warrants, the fair value of the warrants of $16,053 was recorded as a debt discount ~~AND~~and ~~2016~~an increase to paid-in capital, respectively.

As discussed above, in connection with the notes payable, the Company granted an aggregate of 25,000 warrants to note holders. In December 2017, on the issuance date of the respective warrants, the fair values of the warrants of $16,053 was recorded as a debt discount and an increase to paid-in capital, respectively. The fair market value of each stock warrant was estimated on the date of grant using the Black-Scholes option-pricing model using the following weighted-average assumptions:

	2017
Dividend rate		0
Term (in years)		5 years
Volatility		100.0	%
Risk-free interest rate		2.14	%

AtOn ~~December~~May 31, ~~2017~~2018 ~~and~~the ~~2016~~noteholders elected to convert unpaid principal of $37,500 ~~notes~~and ~~payable –~~accrued ~~related~~interest ~~parties~~of ~~consisted~~$1,381, into 48,750 shares of the ~~following:~~Company’s common stock at a price of $0.80 per share.

	December 31, 2017			December 31, 2016
Principal amount	$	50,000		$	-
Less: unamortized debt discount		(14,716	)		-
Notes payable – related parties, net	$	35,284		$	-

F-17

InAt ~~connection~~December ~~with~~31, ~~related~~2018 ~~party convertible note~~ and 2017, notes payable, – ~~the~~related ~~weighted~~parties ~~average~~consisted ~~interest~~of ~~rate for~~ the ~~years ended December 31, 2017 and 2016 was approximately 10.0% and 10.0%, respectively.~~following:

For the years ended December 31, 2017 and 2016, amortization of debt discount related to these related party convertible notes and notes payable amounted to $2,329 and $758, respectively, which has been included in interest expense – related parties on the accompanying statements of operations.

	December 31, 2018		December 31, 2017
Principal amount	$	12,500	$	50,000
Less: unamortized debt discount		-		(14,716	)
Notes payable – related parties, net	$	12,500	$	35,284

AsOn ofJune ~~December~~1, 312018, ~~2017~~the Company and ~~2016, accrued~~noteholder ~~interest~~restructured ~~payable~~the -remaining ~~related~~8% ~~parties~~promissory ~~amounted~~note toof $~~186 and $756~~12,500 ~~respectively.~~into ~~For~~a ~~the~~10% ~~years~~promissory ~~ended~~note ~~December~~with ~~31,~~all ~~2017~~unpaid principal and ~~2016,~~ interest due ~~expense~~on -December ~~related parties amounted to $4~~31,~~759~~ ~~and $3,764, respectively~~2018.

~~Due~~In toconnection with related party convertible note and notes payable, the weighted average interest rate for the years ended December 31, 2017 was approximately 8.0% and 9.9%, respectively.

InUpon ~~December~~conversion ~~2017,~~on aMay ~~director~~31, of2018, the Company ~~advanced~~expensed ~~$15,000 to~~ the ~~Company~~remaining ~~for~~debt ~~working~~discount ~~capital~~relating ~~purposes.~~to ~~The~~the ~~advance~~above inwarrants ~~non-interest~~of ~~bearing~~$5,017 ~~and~~to isinterest ~~payable~~expense on ~~demand, On January 1, 2018,~~ the ~~advance~~accompanying ~~was~~consolidated statements ~~converted~~of ~~into a promissory note (see Note 10)~~operations.

~~Office~~For ~~rent~~the -years ended December 31, 2018 and 2017, amortization of debt discount related to these related party convertible notes and notes payable amounted to $25,590 and $2,329, respectively, which has been included in interest expense – related parties on the accompanying consolidated statements of operations.

~~During~~As ~~2016~~of ~~and~~December ~~through~~31, ~~June~~2018 and 2017, ~~the Company~~accrued ~~continued~~interest topayable ~~rent~~- related ~~its~~parties ~~office~~amounted ~~space from a Director of the Company on a month-~~to~~-month~~ ~~basis for~~ $~~500 per month. In July 2017~~5,973 ~~the~~and ~~Company continues to rent its office space this Director on a month-to-month basis for~~ $~~750~~570, ~~per month~~respectively. For the years ended December 31, 2017 and 2016, ~~rent~~interest expense –- related parties ~~party~~ amounted to $723,~~500~~703 and $34,~~000~~759, respectively~~, and is included in general and administrative expenses on the accompanying consolidated statements of operations~~.

~~NOTE~~Due 7to –related ~~STOCKHOLDERS’ DEFICIT~~party

~~Preferred~~In ~~Stock~~December 2017, a director of the Company advanced $15,000 to the Company for working capital purposes. The advance is non-interest bearing and is payable on demand, On January 1, 2018, the advance was converted into a line of credit promissory note.

~~The~~Line ~~Company has 5,000,000 shares~~ of ~~preferred stock~~credit ~~authorized.~~– ~~Preferred~~related stock may be issued in one or more series. The Company’s board of directors is authorized to issue the shares of preferred stock in such series and to fix from time to time before issuance thereof the number of shares to be included in any such series and the designation, powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of such series.party

~~F-16~~On January 1, 2018, the Company entered into a line of credit promissory note with a company owned by a director of the Company in the principal amount of $50,000 or such lesser amount as may be borrowed by the Company. This line of credit promissory note shall bear interest at the rate of 12% per annum and such interest shall be paid each month. The entire outstanding principal amount of this Note shall be due and payable on December 31, 2018. On the Maturity Date, if this Note has not been paid in full, it shall bear interest from inception at the rate of 18% per annum until paid in full. On January 1, 2018, the Company reclassified $15,000 of advances received by this related party entity into this promissory note. On August 1, 2018 the Company amended the terms of the line of credit agreement dated January 1, 2018 with the related party lender to increase the principal amount from $50,000 to $60,000. On October 1, 2018 the Company amended the terms of the line of credit agreement dated January 1, 2018 with the related party lender to increase the principal amount from $60,000 to $80,000. All other terms under the line of credit remain the same. Additionally, during the year ended December 31, 2018, the Company borrowed an additional $45,000 pursuant to the line of credit agreement. At December 31, 2018, amounts due under the line of credit amounted to $60,000.

~~ARISTA~~Office ~~FINANCIAL CORP.~~rent ~~AND~~- ~~SUBSIDIARY~~related party

~~NOTES~~The TOCompany ~~CONSOLIDATED~~rents its office space from ~~FINANCIAL~~a ~~STATEMENTS~~Director of the Company on a month-to-month basis for $750 per month. For the years ended December 31, 2018 and 2017, rent expense – related party amounted to $9,723 and $7,500, respectively, and is included in general and administrative expenses on the accompanying statements of operations.

~~DECEMBER 31, 2017 AND 2016~~F-18

~~Common~~NOTE ~~stock~~7 ~~issued~~– ~~for~~REDEEMABLE ~~services~~SERIES A PREFERRED

OnPreferred December 31, 2016, the Company issued 60,000 vested shares of common stock to an officer and directors of the Company for services rendered. The shares were valued at their fair value of $15,000 or $0.25 per common share which was the fair value on the date of grant based on the value of services performed. In connection with these shares, the Company recorded stock-based compensation expense of $15,000.Stock

OnThe ~~December~~Company ~~31,~~has ~~2016~~10, ~~the Company issued 24~~000,000 ~~vested~~ shares of ~~common~~ preferred stock ~~valued~~authorized. toPreferred ~~advisors~~stock ofmay ~~the~~be ~~Company~~issued ~~for~~in ~~services~~one ~~rendered~~or more series. The ~~shares~~Company’s ~~were~~board ~~valued~~of atdirectors ~~their~~is ~~fair~~authorized to ~~value~~issue the shares of ~~$6,000~~preferred orstock ~~$0.25~~in ~~per~~such ~~share~~series ~~which~~and ~~was~~to ~~the~~fix ~~fair~~from ~~value~~time onto time before issuance thereof the ~~date~~number of ~~grant~~shares ~~based~~to be onincluded in any such series and the ~~value~~designation, ofpowers, ~~services~~preferences ~~performed.~~and Inrelative, ~~connection with~~participating, ~~these~~optional ~~shares~~or other rights, and the ~~Company~~qualifications, ~~recorded~~limitations ~~stock-based~~or ~~consulting~~restrictions ~~fees~~thereof, of ~~$6,000~~such series.

~~Common~~On September 4, 2018, the Company filed a Certificate of Designation with the Secretary of State of Nevada (the “Certificate of Designation”) designating 51 shares ~~issued~~of ~~upon~~its ~~conversion~~authorized preferred stock as Series A Super Voting Preferred Stock (“Series A Preferred”). The shares of Series A Preferred have a par value of $0.0001 per share. The Series A Preferred is not entitled to receive any dividends or liquidation preference and are not convertible ~~notes~~into ~~payable~~shares of the Company’s common stock.

OnThe ~~December~~holders ~~14,~~of ~~2017,~~the Series A Preferred shall in ~~connection~~the ~~with~~aggregate have a voting power equal to 51% of the total votes of all of the outstanding common and preferred stock of the Company entitled to vote. Accordingly, each share of Series A Preferred shall have voting rights equal to (x) 0.019607 multiplied by the ~~Share~~total ~~Exchange~~issued ~~Agreement~~and outstanding shares of common stock and preferred stock eligible to vote on a matter (the “Numerator”) divided by (y) 0.49, minus (z) the ~~Company~~Numerator. For example, if the total issued ~~326~~and outstanding shares of common stock and preferred stock equal 5,~~666~~000,000 shares, then the voting rights of one share of the Series A Preferred shall be equal to ~~certain~~102,036 ~~noteholders~~((5,000,000 x 0.019607) / 0.49) – (5,000,000 x 0.019607). With respect to all matters upon ~~conversion~~which stockholders are entitled to vote or give consent, the holders of ~~principal~~the ~~amount~~outstanding shares of ~~$230~~Series A Preferred shall vote with the holders of the common stock and any outstanding preferred stock without regard to class,~~000~~ except as to those matters on which separate class voting is required by applicable law or the Company’s Articles of Incorporation or Bylaws.

OnThe ~~December~~holders 14of a majority of the outstanding Series A Preferred may require the Company to redeem all of the outstanding shares of Series A Preferred at any time at a redemption price of $1,000 ~~2017~~per share. In addition, inthe ~~connection~~Series ~~with~~ A Preferred shall be automatically, and without required action by the ~~Share~~Company or ~~Exchange~~the ~~Agreement~~holders thereof, be redeemed by the Company ~~issued~~at 60$1,000 ~~shares~~per share on the date that Paul Patrizio ceases, for any reason, to serve ~~related~~as ~~party~~an ~~noteholders~~officer, ~~upon~~director ~~conversion~~or consultant of the ~~convertible~~Company, it being understand that if Mr. Patrizio continues without interruption ~~notes~~to ~~payable~~serve in ~~the~~at ~~principal~~least ~~amount~~one ofsuch ~~$30~~capacity,~~000~~ this shall not be considered a cessation of service.

~~Warrants~~During the year ended December 31,2018, the Company issued 51 shares of Series A Preferred, valued at $51,000, for officer compensation.

AtNOTE ~~Closing~~8 of the Share Exchange Agreement, the Praco Shareholders were issued warrants for 283,749 common shares on a pro-rata basis exercisable at $2.00 per share and subject to the same terms and conditions as the warrants currently held by the Arista warrant holders except without a cashless exercise option. In addition, immediately following the Closing, the Company exchanged each outstanding Arista warrant for new warrants issued by the Company entitling the holder to purchase an equal number of shares of the Company– STOCKHOLDERS’~~s common stock as the number~~ of Arista shares they were entitled to purchase upon exercise, subject to the same terms and conditions as the Arista Capital warrants except without a cashless exercise option. Also, at Closing, the Company exchanged each outstanding Arista Capital convertible note into a convertible note issued by the Company convertible into an equal amount of shares of the Company’s common stock as the number of Arista Capital shares into which such notes were convertible, subject to the same terms and conditions as the convertible notes currently held by Arista Capital convertible noteholders. As a result of such exchange offers, at Closing, the Company issued warrants to purchase 935,000 shares of Common StockDEFICIT

InCommon ~~December~~stock ~~2017, the Company~~ issued ~~to related~~for party noteholders 25,000 five-year warrants to acquire common shares at $0.01 per share (See Note 6). Additionally, in December 2017, the Company issued to a third party noteholder 25,000 five-year warrants to acquire common shares at $0.01 per share (See Note 5).services

~~Warrant~~On ~~activities~~March 1, 2018 and effective on March 15, 2018, the Company entered into a six-month consulting agreement for business development services. In connection with the ~~years~~consulting agreement, ~~ended~~the Company issued 60,000 shares of its common stock. The shares were valued at their fair value of $69,000 or $1.15 ~~December~~per 31common share which was the fair value on the date of grant based on the closing quoted share price on the date of grant. In connection with these shares, ~~2017~~the ~~and~~Company ~~2016~~recorded ~~are~~stock-based ~~summarized~~consulting asfees ~~follows:~~of $69,000.

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Balance Outstanding December 31, 2015		60,000		2.00
Granted in connection with debt		575,000		2.00
Balance Outstanding December 31, 2016		635,000		2.00
Granted in connection with Share Exchange		283,749		2.00
Granted in connection with debt		350,000		3.43
Balance Outstanding December 31, 2017		1,268,749	$	2.39		5.16	$	-
Exercisable, December 31, 2017		1,268,749	$	2.39		5.16	$	-

Effective on September 15, 2018, the Company entered into a six-month consulting agreement for business development services. In connection with the consulting agreement, the Company issued 75,000 shares of its common stock. The shares were valued at their fair value of $108,750 or $1.45 per common share which was the fair value on the date of grant based on the closing quoted share price on the date of grant. In connection with these shares, the During the year ended December 31, 2008, the Company recorded stock-based consulting fees of $107,851 related to this agreement. As of December 31, 2018, the unamortized amount of $899 in included in prepaid expenses on the consolidated balance sheets which will be amortized over the remaining agreement term.

~~F-17~~On June 13, 2018, the Company issued 5,000 shares of its common stock at a price of $0.80 per share or $4,000 based on the value of services rendered for investor relations services.

~~ARISTA FINANCIAL CORP. AND SUBSIDIARY~~F-19

~~NOTES~~Common TOstock ~~CONSOLIDATED FINANCIAL~~issued ~~STATEMENTS~~for note conversion

~~DECEMBER~~On May 31, ~~2017~~2018 the Company issued 65,000 ~~AND~~shares ~~2016~~at a price of $0.80 per share for a conversion of note payable and accrued interest for an aggregate value of $51,665 (see Note 6).

~~NOTE~~On 8May 31, 2018 the Company issued 48,750 shares at a price of $0.80 per share for conversions of notes payable – ~~COMMITMENTS~~related ~~AND~~parties ~~CONTINCENGIES~~and accrued interest – related parties for an aggregate value of $38,881 (see Note 6).

~~Employment~~On ~~agreement~~May 31, 2018, the Company issued 5,000 shares of its common stock to a noteholder as an incentive for purchasing another noteholders loan with the Company (see Note 5). The fair value was determined at a price of $0.80 per share, or $4,000, using the value of services rendered to third parties.

OnStock July 1, 2014 and effective January 1, 2015, the Company entered into an employment agreement with the Company’s chief executive officer/director (“CEO”) to serve as the Company’s Chief Executive Officer, the term of which runs for five years through December 31, 2019. The employment agreement with CEO provided that CEO’s salary for calendar year 2015 shall be $60,000. After such time as the Company raised gross proceeds from financings, CEO’s salary increased. At December 31, 2016, CEO decided to forgive any salary due and payable pursuant to the Employment Agreement of $14,663. Accordingly, the Company reflected the amounts of salary forgiven as contributed services on the statement of changes in stockholders’ deficit.options

OnEffective ~~December~~January 141, ~~2017~~2018, ~~and~~in ~~effective~~connection with onan employment agreement (see Note 8), the Company granted to its CEO options to purchase 300,000 shares of the Company’s common stock at an exercise price of $1.00 per share. The grant date of the options was January 1, 2018 (and the ~~“Effective~~options expire ~~Date”)~~on January 1, ~~the~~2023. ~~Company~~The ~~entered~~options ~~into~~vest aas ~~new~~to ~~employment~~(i) ~~agreement~~100,000 ~~with~~of ~~CEO.~~such ~~For~~shares ~~all~~on ~~services~~January ~~rendered~~1, by2019, ~~CEO~~and ~~pursuant~~(ii) as to ~~this Agreement~~100,000 of such shares ~~during~~on ~~the~~January ~~term~~1, 2020 and 100,000 of such shares on January 1, 2021. The fair value of this ~~Agreement~~option grant was estimated on the ~~Company~~date of ~~shall~~grant ~~pay~~using the ~~CEO~~Black-Scholes aoption-pricing ~~salary~~model atwith the following ~~annual~~weighted-average ~~rates~~assumptions: dividend yield of 0%; expected volatility of 100%; risk-free interest rate of 2.20%; and, an estimated holding period of 5 years. In connection with these options, the Company valued these options at a fair value of $225,193 and will record stock-based ~~upon~~compensation expense over the ~~financial~~vesting ~~statements~~period. ofFor the years ended December 31, 2018 and 2017, the Company: recorded stock-based compensation expense of $137,618 and $0, respectively.

~~(i)~~At ~~Upon~~December ~~the~~31, ~~Effective~~2018, ~~Date~~there were 300,000 options ~~the~~outstanding ~~CEO’s~~and ~~base~~no options vested and exercisable. As of December 31, 2018, there was $87,575 of unvested stock-based compensation expense ~~shall~~to be recognized through January 2021. The aggregate intrinsic value at ~~the~~December ~~annual~~31, ~~rate~~2018 ofwas approximately $~~150~~27,000; and was calculated based on the difference between the quoted share price on December 31, 2018 and the exercise price of the underlying options.

~~(ii) Thereafter; upon the first $500,000 of gross proceeds in a financing raised by the Company, during the term of this Agreement the CEO’s base salary compensation shall be raised to $200,000;~~Warrants

~~(iii)~~At ~~Thereafter;~~Closing ~~upon~~of the ~~next~~Share Exchange Agreement, the Praco Shareholders were issued warrants for 283,749 common shares on a pro-rata basis exercisable at $~~500~~2.00 per share and subject to the same terms and conditions as the warrants currently held by the Arista warrant holders except without a cashless exercise option. In addition,~~000)~~ ofimmediately ~~gross~~following ~~proceeds~~the inClosing, ~~financing~~the ~~raised~~Company exchanged each outstanding Arista warrant for new warrants issued by the Company ~~during~~entitling the ~~term~~holder to purchase an equal number of ~~this~~shares ~~Agreement~~of the ~~CEO~~Company’s ~~base~~common ~~salary~~stock ~~compensation~~as ~~shall~~the benumber of ~~raised~~Arista shares they were entitled to ~~$250~~purchase upon exercise, subject to the same terms and conditions as the Arista Capital warrants except without a cashless exercise option. Also, at Closing, the Company exchanged each outstanding Arista Capital convertible note into a convertible note issued by the Company convertible into an equal amount of shares of the Company’s common stock as the number of Arista Capital shares into which such notes were convertible, subject to the same terms and conditions as the convertible notes currently held by Arista Capital convertible noteholders. As a result of such exchange offers, at Closing, the Company issued warrants to purchase 935,000; shares of Common Stock.

~~(iv)~~In ~~Thereafter;~~December ~~for~~2018, ~~each~~the ~~additional~~Company $1issued to related party noteholders 20,~~000,000~~250 offive-year ~~gross~~warrants ~~proceeds~~to inacquire ~~financing~~common ~~raised~~shares byat ~~the~~$0.01 ~~Company~~per share (See Note 6). Additionally, in ~~during~~December 2018, the ~~term~~Company ofissued ~~this~~to ~~Agreement~~a ~~the~~third-party ~~CEO’s~~noteholder ~~base~~25,000 ~~salary~~five-year ~~compensation~~warrants ~~shall~~to beacquire ~~increased~~common byshares at $~~12,000~~0.01 per share (See Note 5).

~~The Employee’s base salary shall be increased on each January 1st during the term of this Agreement by not less than five percent (5%) of the then annual compensation amount.~~F-20

~~The~~Warrant ~~Company~~activities ~~will~~for ~~provide~~ the ~~CEO~~years ~~with an allowance equal to~~ended $2December 31,~~000~~ ~~per~~2018 ~~month~~and ~~for~~2017 ~~health~~are ~~insurance~~summarized ~~with such allowance increased on each anniversary date of this Agreement at the same rate~~ as ~~the CEO’s base compensation in addition to any amounts provided to employees generally.~~follows:

The CEO will earn an annual bonus as follows: nine percent (9%) of the Company’s annual EBITDA (Earnings before interest expense, taxes, depreciation, and amortization and all other non-cash charges) up to the first $5,000,000 of EBITDA, then 5% on amounts thereafter, based on the audited consolidated results of the Company. This bonus shall be payable in cash within thirty days after the audit has been completed. In addition, the CEO will be entitled to a transaction bonus in the amount of $20,000 payable in cash at the closing of the Share Exchange in addition to any amounts outstanding to him from Arista at that time.

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Average Intrinsic Value
Balance Outstanding December 31, 2016		635,000		2.00
Granted in connection with Share Exchange		283,749		2.00
Granted in connection with debt		350,000		3.43
Balance Outstanding December 31, 2017		1,268,749		2.39		5.16
Granted in connection with debt		95,250		1.87
Balance Outstanding December 31, 2018		1,363,999		2.36		4.10	$	54,000
Exercisable, December 31, 2018		1,363,999		2.36		4.10	$	54,000

InNOTE ~~addition,~~9 ~~effective~~– ~~January~~COMMITMENTS 1,AND 2018, the CEO shall be granted 300,000 options to purchase 300,000 shares of the Corporation’s common stock exercisable at $1.00 per share which shall vest annually on a pro rata basis over the 3 year period commencing January 1, 2019.CONTINCENGIES

~~Unless~~Employment earlier terminated in accordance with the terms hereof, the term of this Agreement shall be for the period commencing as of the Effective Date and ending December 31, 2022; provided, however, that on the anniversary date of this Agreement each year thereafter, this Agreement shall automatically be extended for successive one-year periods unless the Company or the CEO shall have given the other written notice of its or his intention to terminate this Agreement at least six months prior to the anniversary date of any such year.agreement

InOn ~~the~~December ~~event~~14, of2017 ~~termination~~and ofeffective ~~employment~~on ~~by the Company pursuant~~January to1, 2018 (the ~~Agreement,~~“Effective ~~without cause~~Date”), the Company ~~shall~~entered ~~continue~~into ~~for~~ a ~~period~~new ~~equal~~employment toagreement ~~the~~with ~~greater~~its ofCEO. ~~(A)~~For ~~the~~all ~~balance~~services rendered ofby ~~the~~CEO ~~term~~pursuant of to this Agreement, orduring ~~(B)~~the ~~two~~term ~~(2)~~of ~~years,~~this Agreement the ~~following:~~Company ~~(i)~~shall pay the CEO’s ~~base~~a salary at ~~its~~the ~~then~~ following annual ~~rate,~~rates ~~and~~based ~~(ii)~~upon ~~provide to~~ the ~~Executive~~financial statements of the ~~benefits.~~Company:

In(i) Upon the ~~event~~Effective ofDate, ~~termination of~~ the CEO’s ~~employment~~base bycompensation ~~the~~shall ~~Company in~~be at the ~~first~~annual ~~year~~rate of ~~this~~$150,000; ~~Agreement~~(ii) ~~for~~Thereafter; ~~any~~upon ~~reason~~the ~~whatsoever~~first ~~excluding~~$500,000 of gross proceeds in a ~~termination~~financing ~~with~~raised ~~cause,~~by the Company ~~shall~~during ~~pay~~the asterm ~~severance to~~of the Agreement the CEO,’s nobase ~~later~~salary ~~than~~compensation ~~thirty~~shall ~~days~~be ~~following~~raised to $200,000; (iii) Thereafter; upon the ~~date~~next $500,000 of ~~termination,~~gross proceeds in financings raised by the ~~greater~~Company ofduring ~~(i)~~the ~~300%~~term of the ~~maximum~~Agreement ~~allowable~~the ~~bonus~~CEO’s ~~payable to~~base ~~the~~salary ~~Executive~~compensation ~~pursuant~~shall be raised to ~~Section~~$250,000; 4(biv) Thereafter; orfor ~~(ii)~~each additional $1,000,000 of gross proceeds in financings raised by the ~~sum~~Company during the term of the Agreement the CEO’s base salary compensation shall be increased by $~~300~~12,000.

~~F-18~~The CEO’s base salary shall be increased on each January 1st during the term of this Agreement by not less than five percent (5%) of the then annual compensation amount.

~~ARISTA~~The ~~FINANCIAL~~Company will provide the CEO with an ~~CORP.~~allowance ~~AND~~equal ~~SUBSIDIARY~~to $2,000 per month for health insurance with such allowance increased on each anniversary date of this Agreement at the same rate as the CEO’s base compensation in addition to any amounts provided to employees generally.

~~NOTES~~The TOCEO ~~CONSOLIDATED~~will earn an annual bonus as follows: ~~FINANCIAL~~nine ~~STATEMENTS~~percent (9%) of the Company’s annual EBITDA (Earnings before interest expense, taxes, depreciation, and amortization and all other non-cash charges) up to the first $5,000,000 of EBITDA, then 5% on amounts thereafter, based on the audited consolidated results of the Company. This bonus shall be payable in cash within thirty days after the audit has been completed. In addition, the CEO was entitled to a transaction bonus in the amount of $20,000 payable in cash at the closing of the Share Exchange in addition to any amounts outstanding to him from Arista at that time.

~~DECEMBER~~In 31addition, ~~2017~~effective January 1, 2018, ~~AND~~the ~~2016~~CEO was granted options to purchase 300,000 shares of the Corporation’s common stock at an exercise price of $1.00 per share which shall vest annually on a pro rata basis over the 3-year period commencing January 1, 2019.

~~Future~~Unless ~~minimum~~earlier ~~commitment~~terminated ~~payments~~in ~~under~~accordance anwith ~~employment~~the ~~agreement~~terms athereof, ~~December~~the term of the Agreement shall be for the period commencing as of the Effective Date and ending December 31, ~~2017~~2022; ~~are~~provided, ashowever, ~~follows:~~that on each anniversary date of the Agreement, this Agreement shall automatically be extended for successive one-year periods unless the Company or the CEO shall have given the other written notice of its or his intention to terminate this Agreement at least six months prior to the anniversary date in any such year.

Years ending December 31,	Amount
2018	$	184,000
2019		193,200
2020		202,860
2021		213,003
2022		223,653
Total minimum commitment employment agreement payments	$	1,016,716

F-21

~~NOTE~~In 9the –event ~~INCOME~~of ~~TAXES~~termination of employment by the Company pursuant to the Agreement, without cause, the Company shall continue for a period equal to the greater of (A) the balance of the term of the Agreement, or (B) two (2) years, the following: (i) the CEO’s base salary at its then annual rate, and (ii) provide to the Executive the benefits.

~~The~~In ~~Company~~the ~~maintains~~event ~~deferred~~of ~~tax~~termination ~~assets and~~of ~~liabilities~~the ~~that~~CEO’s employment ~~reflect~~by the ~~net~~Company ~~tax~~in ~~effects of temporary differences between~~ the ~~carrying~~first ~~amounts~~year of ~~assets~~the ~~and~~Agreement ~~liabilities~~ for ~~financial~~any ~~reporting~~reason ~~purposes~~whatsoever ~~and~~excluding ~~the~~a ~~amounts~~termination ~~used~~with ~~for~~cause, ~~income~~the Company ~~tax~~shall ~~purposes.~~pay ~~The~~as ~~deferred~~severance ~~tax~~to ~~assets at December 31~~CEO, ~~2017~~no ~~and 2016~~later ~~consist~~than ofthirty ~~net~~days ~~operating~~following ~~loss~~the ~~carryforwards~~date ~~and~~of ~~allowanced~~termination, ~~for~~the ~~uncollectible~~greater ~~financing~~of ~~receivables.~~(i) ~~The~~300% ~~net deferred tax asset~~of ~~has~~the ~~been~~maximum ~~fully~~allowable ~~offset~~bonus bypayable ato ~~valuation~~the ~~allowance~~Executive ~~because~~pursuant ofto ~~the~~Section ~~uncertainty~~4(b); ofor (ii) the ~~attainment~~sum of ~~future taxable income~~$300,000.

OnFuture ~~December~~minimum ~~22,~~commitment ~~2017,~~payments ~~the United States~~under ~~signed~~an ~~into~~employment ~~law~~agreement ~~the~~at ~~Tax~~December ~~Cuts and Jobs Act (the “Act”)~~31, ~~a tax reform bill which, among other items, reduces the current federal income tax rate to 21% from 34%. The rate reduction is effective January 1,~~ 2018, ~~and~~are isas ~~permanent.~~follows:

The Act has caused the Company’s deferred income taxes to be revalued. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through income tax expense. Pursuant to the guidance within SEC Staff Accounting Bulletin No. 118 (“SAB 118”), as of December 31, 2017, the Company recognized the provisional effects of the enactment of the Act for which measurement could be reasonably estimated. Since the Company has provided a full valuation allowance against its deferred tax assets, the revaluation of the deferred tax assets did not have a material impact on any period presented. The ultimate impact of the Act may differ from these estimates due to the Company’s continued analysis or further regulatory guidance that may be issued as a result of the Act.

Years ending December 31,	Amount
2019	$	220,500
2020		231,525
2021		243,101
2022		255,256
Total minimum commitment employment agreement payments	$	950,383

~~The~~Consulting ~~items accounting for the difference between income taxes at the effective statutory rate and the provision for income taxes for the years ended December 31, 2017 and 2016 were as follows:~~ agreements

	Years Ended December 31,
	2017			2016
Income tax benefit at U.S. statutory rate of 34%	$	(117,475	)	$	(84,927	)
State income tax benefit		(36,361	)		(16,236	)
Non-deductible expenses		29,390			24,881
Change in effective U.S statutory rate to 21%		58,829			-
Change in valuation allowance		65,617			76,282
Total provision for income tax	$	—		$	—

On March 1, 2018, the Company entered into a one-year consulting agreement with a third-party entity for assistance with corporate strategy, investor relations, and financial advisory and business development services. In connection with this consulting agreement, the Company paid the consultant $5,000. Upon fulfillment of the term of the agreement, the agreement shall convert to either an “at will” agreement or shall extend for an additional period of time as mutually determined by the Company and consultant.

~~The~~On August 6, 2018 the Company’s ~~approximate~~entered ~~net~~into a ~~deferred~~consulting agreement with a third party to perform services relating to investor relations and due diligence. The term of this ~~tax~~agreement ~~assets~~is asfor a period of two years unless terminated earlier with a thirty-day prior written notice. This consultant will introduce investors to the company and will be paid 8% of the capital raised by the investor introduced. During the year ended December 31, 2018 ~~2017~~the ~~and~~parties ~~2016~~agreed ~~were~~to asterminate ~~follows:~~this agreement.

	December 31, 2017			December 31, 2016
Deferred Tax Assets:
Net operating loss carryforward	$	185,943		$	68,861
Allowance for uncollectible financing receivables		6,986			31,995
Total deferred tax assets		192,929			100,856
Valuation allowance		(192,929	)		(100,856	)
Net deferred tax assets	$	-		$	-

Investment agreement

F-On July 19, 2018, the Company entered into an investment agreement with a third-party entity to invest up to $5,000,000 over a commitment period of three years by purchasing the Company’s common stock under Section 4(a)(2) of the Securities Act of 1933. The third-party entity’s obligation to purchase the Company’s common stock is subject to the filing and effectiveness of an S-1 registration statement by the Company.

~~ARISTA~~NOTE ~~FINANCIAL CORP.~~10 ~~AND~~– INCOME ~~SUBSIDIARY~~TAXES

~~NOTES~~On TODecember ~~CONSOLIDATED~~22, 2017, the United States ~~FINANCIAL~~signed ~~STATEMENTS~~into law the Tax Cuts and Jobs Act (the “Act”), a tax reform bill which, among other items, reduces the current federal income tax rate to 21% from 34%. Beginning January 1, 2018, the lower tax rate of 21% will be used to calculate the amount of any federal income tax due on taxable income earned during 2018.

~~DECEMBER~~The Company maintains deferred tax assets and liabilities that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The deferred tax assets at December 31, 2018 and 2017 consist of net operating ~~AND~~loss ~~2016~~carryforwards and allowances for uncollectible financing receivables. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon future generation for taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all the information available, Management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. The valuation allowance increased by approximately $82,000 and $92,000 for the years ended December 31, 2018 and 2017, respectively.

The estimated net operating loss carryforward was approximately $676,156 at December 31, 2017. The Company’s net operating loss carryforward may be limited on the usage of such net operating loss carryforwards due to a change in ownership in accordance with Section 382 of the Internal Revenue Code. The Company provided a valuation allowance equal to the net deferred income tax asset for the year ended December 31, 2017 and 2016 because it was not known whether future taxable income will be sufficient to utilize the loss carryforward. The increase in the valuation allowance was $183,276 from the year ended December 31, 2017. As a result of the reduction of the federal corporate income tax rate, this increase was offset by the reduction of the value of its net deferred tax asset by $91,203 which was recorded as a corresponding reduction to the valuation allowance during the fourth quarter of 2017. The potential tax benefit arising from tax loss carryforwards will expire in 2037.F-22

The Company ~~does~~evaluated ~~not~~the ~~have~~provisions ~~any~~of ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the Company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or ~~events~~expected ~~leading~~ to ~~uncertainty~~be taken in a tax return ~~position~~and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A ~~The~~liability ~~Company~~is recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s ~~2015,~~potential ~~2016~~future ~~and~~obligation ~~2017~~to ~~Corporate~~the ~~Income~~taxing ~~Tax~~authority for a tax position ~~Returns~~that ~~are~~was ~~subject~~not torecognized ~~Internal~~as ~~Revenue~~a ~~Service~~result ~~examination~~of applying the provisions of ASC 740.

~~NOTE~~The 10items -accounting ~~SUBSEQUENT~~for ~~EVENTS~~the difference between income taxes at the effective statutory rate and the provision for income taxes for the years ended December 31, 2018 and 2017 were as follows:

On January 1, 2018, the Company entered into a line of credit promissory note with a company owned by a director of the Company in the principal amount of $50,000 or such lesser amount as may be borrowed by the Company. This line of credit promissory note shall bear interest at the rate of 12% per annum and such interest shall be paid each month. The entire outstanding principal amount of this Note shall be due and payable on December 31, 2018. On the Maturity Date, if this Note has not been paid in full, it shall bear interest from inception at the rate of 18% per annum until paid in full. On January 1, 2018, the Company reclassified $15,000 of advances received by this related party entity into this promissory note.

	Years Ended December 31,
	2018			2017
Income tax benefit at U.S. statutory rate of 34%	$	(244,585	)	$	(117,475	)
State income tax benefit		(75,705	)		(36,361	)
Non-deductible expenses		25,988			29,390
Change in effective U.S statutory rate to 21%		-			58,829
Change in valuation allowance		294,302			65,617
Total provision for income tax	$	—		$	—

OnThe ~~March 1, 2018, the~~ Company’s ~~entered~~approximate ~~into~~net ~~a one year consulting~~deferred ~~agreement~~tax ~~with~~assets aas ~~third~~of ~~party~~December ~~entity for business development services. In connection with this consulting agreement~~31, ~~the~~2018 ~~Company paid~~and ~~the~~2017 ~~consultant~~were ~~$5,000.~~as follows:

Effective January 1, 2018, in connection with an employment agreement (see Note 8), the Company granted to CEO 300,000 options to purchase 300,000 shares of the Company’s common stock exercisable at $1.00 per share which shall vest annually on a pro rata basis over the 3 year period commencing January 1, 2019.

	December 31, 2018			December 31, 2017
Deferred Tax Assets:
Net operating loss carryforward	$	483,358		$	185,943
Allowance for uncollectible financing receivables		3,873			6,986
Total deferred tax assets		487,231			192,929
Valuation allowance		(487,231	)		(192,929	)
Net deferred tax assets	$	-		$	-

OnThe ~~March~~estimated net operating loss carryforward was approximately $1,757,665 at December 31, 2018. ~~and~~The ~~effective~~Company’s onnet ~~March~~operating ~~15.~~loss ~~2018,~~carryforward may be limited on the ~~Company~~usage of such net operating ~~entered~~loss ~~into~~carryforwards due to a ~~six-month~~change ~~consulting~~in ~~agreement~~ownership ~~for~~in ~~business~~accordance ~~development~~with ~~services~~Section 382 of the Internal Revenue Code. InThe ~~connection~~Company ~~with~~provided a valuation allowance equal to the ~~consulting~~net ~~agreement~~deferred income tax asset for the year ended December 31, 2018 and 2017 because it was not known whether future taxable income will be sufficient to utilize the loss carryforward. The increase in the valuation allowance ~~Company~~was ~~issued~~approximately 60$294,000 ~~shares~~from ofthe ~~its~~year ~~common~~ended ~~stock~~December 31, 2018. The potential tax benefit arising from tax loss carryforwards will expire in 2036.

~~F-20~~If applicable, interest costs related to the unrecognized tax benefits are required to be calculated and would be classified as “Other expenses – Interest expense” in the statement of operations. Penalties would be recognized as a component of “General and administrative.”

No material interest or penalties on unpaid tax were recorded during the years ended December 31, 2018 and 2017, respectively. As of December 31, 2018 and 2017, no liability for unrecognized tax benefits was required to be reported. The Company does not expect any significant changes in its unrecognized tax benefits in the next year.

The Company does not have any uncertain tax positions or events leading to uncertainty in a tax position. The Company’s 2016, 2017 and 2018 Corporate Income Tax Returns are subject to Internal Revenue Service examination.

NOTE 11 - SUBSEQUENT EVENTS

Subsequent to December 31, 2018 the Company entered into three convertible note agreements with investors. The Company received proceeds of $128,300. As additional consideration for entering in the convertible note agreements, the investors were granted a total of 31,910 warrants to purchase the Company’s common stock.

Subsequent to December 31, 2018 the Company issued 60,000 shares to a vendor for services rendered.

F-23

Filing Compare · Arista Financial Corp.